Institutional Loan User Agreement
Published: 15 January 2025
1. Overview
1.1 The Institutional Loan Service (the “Institutional Loan Service” or “Service”) is entered into by and between you (“you” or “Customer”) and the OKX entity applicable to you under the OKX Terms of Service (“OKX”, “we”, “us”), the full content of which is incorporated by reference herein. The Service allows OKX users to receive peer-to-peer loans of Digital Assets on the OKX Platform for a fixed term.
1.2 This Institutional Loan User Agreement (this "Agreement" or these “Terms”) governs your use of this Service and related services entered into by and between you (the “User” or “you”) and OKX. In order to use the Service, you should carefully read and abide by this Agreement. By using the Service, you confirm that you have read and accepted all the terms of this Agreement. Your use of the Service represents that you have read, understood and agreed to this Agreement and that this Agreement is legally binding on you.
1.3 In the event of any conflict or inconsistency between any term or provision set forth in this Agreement and the OKX Terms of Service, such conflict or inconsistency shall be resolved by giving precedence to this Agreement. All provisions, including definitions, of the OKX Terms of Service not modified by this Agreement shall remain in full force and effect. Terms not defined here are defined in the OKX Terms of Service.
2. Eligibility to Use the Service
2.1 The Service is only available to eligible users. OKX determines eligibility for the Service on a case-by-case basis, and reserves the ability to finally determine which users are eligible, at its sole and unfettered discretion.
2.2 You agree that OKX may hold your Digital Assets for the duration of the Service as Collateral and such Collateral may be subject to liquidation and sale in order to repay your liabilities arising under the Service. For further details regarding Collateral, see Section 4.2, below.
2.3 You understand and confirm that:
You have agreed to abide by the OKX Terms of Service, and are eligible and permitted to use the Services specified therein;
If you use the Service, this Agreement is binding on you;
You have the experience and risk tolerance required to use the Service, and have the experience and knowledge necessary to invest in non-guaranteed Digital Asset products;
You have the ability to perform operations on the Internet;
This Agreement and your use of the Service does not conflict with the laws of your country or region, and you agree to comply with the laws of your country or region;
You are the legal and beneficial owner of all the Digital Assets in your OKX account and that the sources of your Digital Assets and fiat currency are not from illegal activities.
2.4 You further agree that:
You will not use the Service in connection with any Prohibited Businesses (as defined in the OKX Terms of Service), including without limitation illegal purposes such as money laundering, terrorist financing, or fraud, or any other activities or any businesses prohibited by the law;
You will not use the Service in connection with any forms of price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market.
2.5 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, as set out in the OKX Terms of Service. Those risks and losses include but are not limited to:
Price fluctuations of Digital Assets and their derivatives may cause significant or total loss in a short period of time;
The nature of Digital Assets means that technological difficulties experienced by OKX may prevent a User's access to, or use of, its Digital Assets;
Market risks may occur, which may result in losses of your Digital Assets;
OKX may have to add, remove, or change its terms or policies, including the terms of this Agreement, from time to time, while you are using the Service. Any such actions may benefit or harm users like you.
3. Risk Management
3.1 The Service relies on various measures to control risks, including but not limited to:
You should refer to the links above which describe each of these measures in detail. The content of the links above forms an integral part of this Agreement. OKX reserves the right to introduce additional measures to control risks from time to time. It may update the content of the links above or these Terms at any time, in accordance with the provisions of these Terms.
3.2 If the size of your positions or open orders accumulates to a level which poses risk to other users, OKX, may request or require or conduct a cancellation of your orders or closure of your positions or orders in part or in full. You acknowledge and agree that OKX reserves its sole and unfettered right and discretion, to entirely or partially close your position or orders.
4. Use of this Service
4.1. Process of Institutional Loan
a. You may submit an order for an Institutional Loan of Digital Assets (“Institutional Loan”) on the OKX Platform. Your order must specify: (a) the Digital Asset type requested; and (b) the maximum Institutional Loan amount requested. The interest rate upon which your order is placed is shown to you on the Platform (in the form of an annualized percentage rate, or “APR”). The prevailing market APR is determined by OKX from time-to-time, taking into account various market factors. Your order may (but is not required to) select maximum APR for your Institutional Loan (“Maximum APR”). In the absence of such selection, the prevailing market APR at the time of placing your order is treated as the Maximum APR. The term of such Institutional Loan will be published by OKX and visible to you at the time of your request. As at the time of writing, the only Digital Asset type that can be selected is USDT, and the only term available is 90 days. OKX reserves the right to introduce, impose and modify minimum and maximum limits to Institutional Loan orders on a user or platform basis, at its sole and unfettered discretion.
b. Depending on the size of your Institutional Loan order, it may be subdivided into sub-orders at OKX’s sole and absolute discretion. Whether or not an order (or sub-order) will result in a successful Institutional Loan depends on (i) there being sufficient lending liquidity, for the Digital Assets requested in the order, made available by lenders on the OKX Platform, and (ii) the terms of your order matching such liquidity. For the avoidance of doubt, your Institutional Loan order (in whole or in part) may not be matched at all with lending liquidity.
c. As a precondition to acceptance of your order, your account must have sufficient assets for the total interest to be charged on the Institutional Loan from inception to maturity (“Full Term Interest”). Upon placing an order, prior to it being matched with lending liquidity, the Full Term Interest will be recorded in your account as a liability.
d. Upon your Institutional Loan order being fully matched with lending liquidity (or if it is divided into sub-orders, upon each sub-order being fully matched with lending liquidity), the Institutional Loan amount attributable to that order (or sub-order) is automatically drawn down (“Automatic Drawdown”), by the matched funds being released to your account. In the event that an order (or sub-order) is only partially matched with lending liquidity, you will have the option to draw down the partially matched amount and cancel the residual unmatched portion of the order (or sub-order) (“Partial Drawdown”). In the event that an order (or sub-order) is only partially matched with lending liquidity and the prevailing market APR has been modified, then the partially matched amount of your order (or sub-order) will be automatically drawn down upon (“APR Drawdown”, together with Automatic Drawdown and Partial Drawdown, “Drawdown”). For any residual unmatched portion of your order (or sub-order), if the prevailing market APR is lower than any Maximum APR selected by you, then that portion will remain in the Service at the prevailing market APR. If the prevailing market APR is higher than any Maximum APR selected by you, then that portion will be cancelled.
For the avoidance of doubt, any part of an order (or sub-order) which has been matched with lending liquidity cannot be cancelled, reduced or modified by you. Notwithstanding the above, lending liquidity to which your order (or sub-order) has matched changes in real-time and can reduce after matching but prior to draw down.
The term of your Institutional Loan order (or sub-order) will begin and interest will accrue from the time of Drawdown of your Institutional Loan order (or sub-order) (as described above). In the event that your Institutional Loan order (or sub-order) is ready for Drawdown, but you do not have sufficient Collateral in your account, the term of your Institutional Loan order (or sub-order) begins to run from the time that it is ready for Drawdown, notwithstanding the loan not having been drawn down upon. At the time of any Drawdown, the required initial margin ratio (“IMR”) is 40%. Upon any Drawdown, the Drawdown amount and the Full Term Interest attributable to it will be recorded in your account as a liability.
4.2 Collateral
a. You hereby agree and authorize that upon any Drawdown of an Institutional Loan, OKX will require that Digital Assets or Fiat Currency (approved by us) (or a combination of both , as the case may be) equivalent to the IMR of 40% to remain in your account as collateral to secure Repayment in accordance with these Terms (“Collateral”). Any withdrawals that will reduce the margin ratio below 40% will not be permitted. You hereby grant OKX complete and irrevocable authority required to freeze, liquidate or dispose of such Collateral. You hereby grant a security interest over the Collateral in favour of OKX. OKX may use the Collateral as security against any potential losses that may incur as a result of your use of the Service.
b. OKX shall monitor the price of the Digital Assets that you have drawn down from your Institutional Loan and the Collateral. In the event that the value of the Institutional Loan rises or the value of the Collateral falls, OKX may require additional Collateral to remain in your account in order to maintain the required margin ratio.
c. If the margin ratio of your account drops to 30% or below, then this will trigger a Margin call, as described in the OKX Terms of Service. If the margin ratio continues to drop to 15%, then this will result in us exercising our sole and unfettered discretion to close one or more or all of your positions in any Digital Asset you hold or to liquidate and dispose of any Collateral. You will be responsible for any losses incurred as a result.
d. You acknowledge that Collateral is held and may be used by OKX to secure the performance of your obligations under this Agreement. You represent and warrant that the assets you post as Collateral are free and clear of all liens and encumbrances other than those arising hereunder, and that you have the right to grant a first priority security interest hereunder. All Collateral shall be held by OKX, notwithstanding any provision to the contrary, shall act as continuing security and shall be subject to a general right of set-off in favor of OKX for any and all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to OKX under these Terms, or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (the “Secured Obligations”), and OKX may appropriate or realise any Collateral as provided for in this Agreement.
e. Accordingly, you hereby pledge, assign and grant to us a continuing first priority security interest in, and a lien upon, all assets in your account (including any sub-accounts) and any and all Digital Assets, Fiat Currency or other assets standing to the credit thereof as continuing security for the payment and discharge of the Secured Obligations.
f. The security constituted by these Terms shall be a continuing security and shall not be satisfied by any intermediate payment or satisfaction of the whole or any part of the Secured Obligations but shall secure the ultimate balance of the Secured Obligations. The security constituted by these Terms shall be in addition to and shall not be affected by any other security now or subsequently held by OKX for all or any of the Secured Obligations.
g. You shall, at your own cost and upon our request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as we may require for the purposes of maintaining the validity, perfection, enforceability and priority of our security interest in and lien on the Collateral or to enable us to protect, exercise or enforce our rights hereunder and in the Collateral. You hereby, by way of security and solely for the purpose of more fully securing the performance of the Secured Obligations, irrevocably appoint OKX as your attorney on your behalf and in your name or the name of OKX (as the attorney may decide) to do all acts, and execute all documents which you could yourself execute, in relation to any of the Collateral or in connection with any of the matters provided for in this Agreement, including (but without limitation): (i) to execute any transfer, bill of sale, or other assurance in respect of your Digital Assets, moneys, Fiat Currency(ies) and properties; (ii) to exercise all your rights and powers in respect of the Collateral; (iii) to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claims for moneys, Digital Assets or specific performance due and to become due under or arising out of any of the Collateral; (iv) to endorse any cheques or other instruments or orders in connection with any of the Collateral; and (v) to make any claims or to take any action or to institute any proceedings which OKX considers to be necessary or advisable to protect or enforce the security interest created by these Terms.
4.3. Determination of the Price of the Digital Assets
You agree that the prices and exchange rates of the Digital Assets shall be solely determined and as published by OKX.
4.4 Repayment, Early Repayment
a. You must repay all drawn down amounts and pay Full Term Interest by maturity of the term of each order (or sub-order) (“Repayment”). Repayment is effected by returning the Digital Assets which are subject of the Institutional Loan, in the same currency as such Loan.
b. In the event that you do not effect Repayment at the maturity of term, then your Institutional Loan will be overdue. In the event that your loan is overdue, OKX shall charge an additional fee which will continue to accrue hourly until Repayment (“Overdue Interest”). The Overdue Interest is shown on the OKX Platform and as at the time of writing these terms is 30%. In the event that Repayment in full has not been completed within 14 days after maturity of the term, OKX reserves the right to trigger forced liquidation of any Digital Assets in your account for the purpose of repaying the drawn down amount, any unpaid Full Term Interest, Overdue Interest, and any other amounts owed to OKX.
c. You may not repay your Institutional Loan order (or sub-order) twelve or more hours before maturity of the term. If you choose to repay your Institutional Loan order (or sub-order) and interest with less than twelve hours remaining to maturity (“Early Repayment”), then: (i) you are required to pay all interest incurred up until the end of the hour in which Early Repayment is effected; and (ii) no interest will be charged for the remaining full hours until the maturity of term.
4.5 Term
The term of such Institutional Loan will be published by OKX and visible to you at the time of placing your order. For the avoidance of doubt, the term begins to run from Drawdown of the Institutional Loan order (or sub-order), as described in Section 4.1(d), above. The term of each sub-order may start at different times. The APR remains fixed for the duration of the term of each sub-order.
5. Suspension / Cancellation / Termination
OKX may suspend, cancel or terminate the Service, or your use of the Service at any time at its sole and unfettered discretion. The OKX Terms of Service set out the circumstances in which OKX may suspend, cancel or terminate the Service. Without prejudice to the generality of the foregoing, those circumstances may include situations where:
you do not provide additional information to verify your identity or source of funds as requested by OKX;
OKX is required to do so by court order, to comply with any Applicable Laws and Regulations;
OKX is required to do so to comply with any direction or instruction from a government body or agency;
OKX reasonably determines that any information you have provided to OKX is wrong, untruthful, outdated or incomplete; or
you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
6. Representations and Warranties
6.1 You hereby represent, warrant and undertake that:
a. The source of the Collateral is legal, and the ownership is not disputed;
b. The Collateral is not subject to any litigation, preservation, mortgage, judicial freeze, and enforcement and thus becomes unenforceable, otherwise you shall be deemed to have breached these Terms and shall bear all responsibilities;
c. You shall not lose your ability to pay under your obligations of repayment under the Institutional Loan as a result of occurrence of other events including, litigation, preservation, mortgage, judicial freeze, and enforcement. Otherwise, it shall be deemed that you have defaulted and you shall be responsible for all economic losses and liabilities;
d. You will not infringe the legitimate rights and interests of OKX;
e. You are not on the sanctions list issued by any government and international organizations;
f. If the above representations, warranties and covenants are no longer correct, complete and valid due to changes in the applicable laws, you will immediately notify OKX in writing.
6.2 You hereby acknowledge that if you breach the foregoing representations, warranties and covenants, OKX shall have the right to stop providing you with any and all services (including but not limited to this Service). If OKX suffers losses due to your breach of the foregoing representations, warranties and covenants, OKX has the right to hold you liable and you agree to indemnify and hold OKX harmless for the breach of these Terms.
7. Limitation of Liability
7.1 Risk Disclosure
a. YOU EXPRESSLY AGREE THAT YOUR USE OR NON-USE OF THIS SERVICE AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THESE TERMS, THE SERVICES, ALL PRODUCTS AND SERVICES PROVIDED TO YOU THROUGH THIS SERVICE AND RELATED SERVICES PROVIDED TO YOU ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OKX AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, RELIABILITY OF THIS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. OKX DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF THE TECHNOLOGY AND INFORMATION IN CONNECTION WITH THIS SERVICES OR OTHER SERVICES PROVIDED BY THE OKX.
b. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW OR REGULATIONS.
c. Like any asset, the value of Digital Assets may fluctuate significantly, and there is a significant risk that Users may incur economic losses when buying, selling, holding or investing in Digital Assets and other related transactions. The choice of using and how to use the Services of the Platform is the User's personal decision, and the User shall bear any and all of the risks and potential Losses. OKX does not make any express or implied warranties regarding the market, value or price of Digital Assets. Users acknowledge and understand the instability of the Digital Asset market. The price and value of Digital Assets may fluctuate or collapse at any time. Trading Digital Assets is the free choice and decision of Users, and Users shall solely bear their own risks and possible losses. Your use of this Service means that you confirm and agree: (i) You fully understand all of the risks associated with Digital Assets and related transactions; (ii) You agree to solely bear any and all risks and Losses associated with the use of these Services and engaging in any transactions involving Digital Assets; and (iii) OKX shall not be responsible for any of these risks or Losses or any other adverse consequences.
d. The Platform cannot guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the Platform, and shall not bear any legal liability arising therefrom. The User shall rely on the User’s independent judgment to conduct transactions, and the User shall bear all responsibilities for User’s judgment and/or decisions.
e. Digital assets involve a high degree of risk. Using the Service involves market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance risks, among other risks. Digital assets are not the legal tender of any government, and their value is not guaranteed by a specific government. The value of Digital Assets may fluctuate greatly. Users shall be fully aware of the above risks and should exercise caution when conducting any transactions regarding Digital Assets. Users of the Service must have sufficient financial capability, maturity, experience and willingness to bear all investment risks and potential investment losses. Thus, Digital Asset investment is not suitable for all investors.
f. You understand and accept the risks that you may incur by using this Service, and the related losses that you may suffer as a result, including but not limited to:
The key risks of the Institutional Loan are related to market price fluctuations. In a highly volatile market, it may be difficult for users to predict the market price at maturity date; high price volatility of Digital Assets and their derivatives may cause significant or total losses in a short period of time; and you are willing and able to bear all risks caused by market price fluctuations and any economic losses you may suffer;
Once the Digital Assets you hold are frozen due to use of this Service, you will not be able to trade the frozen Digital Assets and accept the risks associated with the inability to trade these Digital Assets, you are willing to bear the risks arising from locking your Digital Assets and any economic losses you may suffer;
If OKX terminates this Service for any reason whatsoever, which it may do at its complete discretion, you may not be able to obtain the expected profits within the expected holding period (if any) which may result in the loss of your Digital Assets;
If there is a force majeure event, or a force majeure event that causes the price of Digital Assets to collapse, it may cause loss of your Digital Assets;
Technical abnormalities may occur, which may delay or prevent you from using this Service or conducting related transactions, which may cause loss of your Digital Assets;
Market abnormalities may occur, which may cause loss of your Digital Assets;
In order to maintain the overall health of the market, OKX may add, delete or modify the relevant provisions of these Terms, the policies, the terms and conditions or other related user agreements, service agreements or terms from time to time. Such modifications may benefit or harm you.
You confirm that you fully understand the nature, risks and potential losses related to the Service. Before making a decision to use the Service, you should exercise independent judgment and carefully consider using the Service based on your own investment experience and capability, financial situation, investment objectives, investment period, willingness and ability to bear investment risks, the extent of your understanding of the nature and risks of this product, and other relevant circumstances. The aforementioned risks do not include all the risks and all the market conditions of the user's transactions related to this Service. If you have any questions or concerns, please seek advice from an independent financial advisor and/or legal counsel.
7.2 The trading market is volatile and may change rapidly in terms of liquidity, market and trading dynamics. You are fully responsible and liable for any and all trading and non-trading activities and your account used on or through the OKX Platform. You acknowledge and agree to be fully responsible for all your transactions and non-trading behaviours and omissions on OKX or through OKX, as well as all gains and losses arising from your use of the OKX website and this Service and any other services provided on the OKX Platform. You are responsible for any of your assets and liabilities in your OKX Account, and you are responsible for all your obligations for all your financial activities on OKX. OKX is not responsible for any and all losses arising from this Service and any other services provided on the OKX Platform and shall not assume any compensation or any other responsibility.
7.3 You agree and accept that when you redeem your assets, the time it takes for you to receive the Digital Assets in your account may vary and the assets received and displayed on the Platform shall be final. OKX shall not be liable for any losses caused by or related to time differences or discrepancies for receipt of Digital Assets.
7.4 You agree and accept that OKX reserves the right to amend the content of this Agreement any time in its sole discretion, including when you are using the Service. OKX shall not be liable for any losses arising from your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.
7.5 You agree and accept that if the OKX Platform cannot function properly or the Service is interrupted arising from the following conditions, such that you are unable to use the Service or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, lack of system response, delayed system response or any other abnormal circumstances, OKX and its affiliates shall not be liable for any losses. These circumstances include but are not limited to:
Service suspension for maintenance as announced by OKX;
Hacker attack(s) on the OKX Platform;
Failure to transmit data as a result of telecom equipment failures;
Force majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of the OKX Platform;
Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, banking issues, temporary closure arising from government regulations and any other reasons;
Service interruption or delay caused by OKX’s systems being damaged, defective or unable to perform normally for any reason;
Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
Losses suffered by you or other third parties arising from the fault or delay of the third party;
Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;
Losses suffered by you or other third parties arising from force majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances.
You agree and accept that the aforementioned reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, and OKX reserves the right to refuse to or for any reason in its sole discretion to not execute your commands based on the actual circumstances. You understand and agree that OKX shall not be liable for any of your losses (including but not limited to direct or indirect losses, actual losses, or loss of possible yield and other similar or related losses).
7.7 Software Protocols and Operational Challenges
Software protocols that underlie Digital Assets are typically open source projects, which means that: (i) the development and control of such Digital Assets are outside of OKX's control, and (ii) such software protocols are subject to sudden and dramatic changes that may have a significant impact on the availability, ease of use, or value of a given Digital Asset. You also are aware of and accept the risks associated with operational challenges. OKX may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Service. You understand that the Service may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree that OKX shall not be responsible or liable for any related losses.
You understand that the technology underlying Digital Assets is subject to change at any time, and such changes may affect your Digital Assets stored on our platform. You agree to be fully responsible for monitoring such technological changes and understanding their consequences for and regarding your Digital Assets. Users conduct all trading and make all related decisions based on their own volition, and OKX shall not be liable for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved or associated with Digital Asset use in general or your use of our Services.
7.8 The aforementioned provisions do not indicate all the risks arising from or related to your transactions through the Platform or all the conditions of the market. Before making any trading decisions, you shall fully understand the relevant Digital Assets; make cautious and prudent decisions based on your own trading objectives, risk tolerance, and financial conditions; and solely bear all risks and losses.
8. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account, restrict, suspend or shut down your account in its sole discretion if you engage in any of the following conduct:
Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious wrongdoing or behaviour;
Participation in any activities that OKX regards as harmful to the market;
Violation of any Applicable Laws and Regulation.
In order to eliminate any adverse effects on the overall market, OKX reserves the right and sole discretion to suspend or terminate your account, use of the Service, or refuse to execute or cancel your commands. OKX shall not be liable for any losses (including but not limited to any direct or indirect losses, actual losses or losses of possible profits) incurred in connection with the above measures.
9. Indemnification
9.1 You shall take every possible measure to protect OKX from any damages arising out of your use of the Service or other actions related to your OKX account.
9.2 You agree to indemnify, hold harmless and promptly defend OKX and OKX’s affiliates and associates (including our and their respective agents (if any) and the shareholders, directors, officers and employees of OKX and OKX’s affiliates and associates) (each an “Indemnified Party”) from and against any and all losses arising from or in connection with any claims, losses, liabilities, damages, judgments, penalties, fines, costs and expenses of whatever kind (including professional fees and reasonable attorney’s fees) which may be suffered or incurred by any of the Indemnified Party arising out of or related to your use of the Service or other circumstances set out in the OKX Terms of Service.
10. Miscellaneous
10.1 The contents of this Agreement also include OKX's various system specifications, guidance notes, product documents, or other relevant documents that OKX may issue from time to time. Upon release, such content becomes an integral part of this Agreement, and you should also abide by it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.
10.2 OKX reserves the right to unilaterally modify this Agreement or any terms applicable to the use of the Service in its sole discretion. Such modification could happen at any time without prior notice, including while you are using the Service. If any changes are made, the revised contents shall be posted on OKX's website promptly. Please check the latest information posted therein to inform yourself of any changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, you should stop using the Services.
10.3 You should carefully read this Agreement, and any document referred to in Sections 10.1 and 10.2 of this Agreement that constitute the contents of this Agreement, in conjunction with the OKX Terms of Service. In the event of any discrepancy between the English version of this Agreement and any translated version, the English version of this Agreement shall prevail.
10.4 If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provision of this Agreement shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.
10.5 The failure or delay of OKX’s enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.
10.6 This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.
10.7 Dispute Resolution
a. You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to mediation at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force at the time of the reference.
b. If the Dispute has not been settled by the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in the above paragraph, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).
c. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). OKX shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.
d. You agree that OKX shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.
e. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
10.8 You shall not transfer, novate or assign this Agreement, and the rights and obligations hereunder, in whole or in part, without the prior written consent of OKX. OKX has the right to transfer, novate or assign any rights or obligations under this Agreement by serving written notice on you, which takes effect upon the delivery of such notice.
10.9 The headings of all the terms of this Agreement are for convenience only and have no actual meaning and cannot be used as a basis for interpretation of the meaning of this Agreement.
10.10 OKX shall have the sole and final discretion to interpret this Agreement.