On-chain Earn User Agreement
1. Overview
1.1 The On-chain Earn Service (the “Service” or “Services”) is offered by Aux Cayes FinTech Co. Ltd. or OKX Bahamas FinTech Company Limited Limited (each referred to as “OKX”), depending on the specific user. The Service allows users to obtain Rewards by Staking and subsequently Redeeming their Digital Assets, pursuant to the terms and conditions of this On-chain Earn User Agreement (“Agreement”). The availability of product features of the Service may vary among jurisdictions and depend on the specific user.
1.2 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 This Agreement supplements the OKX Terms of Service. 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. Definitions
2.1. This Service allows OKX users to Stake their Digital Assets on a Staking Protocol(s) through the OKX Platform, so that they may earn Rewards. Subject to the terms and conditions of this Agreement, Staked Digital Assets may not be Redeemed until after a period of time has elapsed, depending on the Staking Protocol chosen and market conditions.
2.2 Definitions relating to the Service include:
DeFi Protocol: a third party protocol based on one or more decentralized financial applications;
Estimated Rewards: a currently estimated rate or amount of Rewards. Actual Rewards may be higher, lower or the same as Estimated Rewards;
Fast Redemption: an ability to Redeem Digital Assets without waiting for the period of time after which they can be released from a Staking Protocol. Fast Redemption may not be available, depending on the Staking Protocol chosen and market conditions.
Order Quantity: the amount of Digital Assets which are subject to a single Staking order;
Rewards: rewards or benefits that Users may receive by Staking and Redeeming Digital Assets in the Service;
Redeem/Redemption: the closing of a position in the Service and subsequent return of Staked Digital Assets into a User’s account;
Service Fee: the charges paid to OKX by a User for use of the Service, payable to OKX at the time of distribution of Rewards. OKX deducts such charges from Rewards payable to the User, prior to distribution;
Stake/Staking: an opening of a position through the Service, which results in Digital Assets being locked in a Staking Protocol. Such opening can be carried out either by the User manually opening a position on the On-chain Earn product page on the OKX Platform, or by opting into Auto-Earn described below in 4.1;
Staking Protocol: third-party blockchain network(s) to which Digital Assets may be staked, including native staking protocol(s) and DeFi Protocol(s). The Bitcoin protocol is not a Staking Protocol.
3. Eligibility to Use the Service
3.1 You agree that OKX may:
Hold, Stake, and/or Redeem your Digital Assets, in whole or in part for the duration of the Service in order to fulfill its obligations under the Service;
Acts as a validator on a Staking Protocol;
Exercise any voting rights attached to the Staked Digital Assets, which rights are delegated by you to OKX; and
Perform discretionary actions to your Digital Assets in your account for providing the Service.
3.2 You also 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;
Any cryptocurrency of your Digital Assets and the associated Staking Protocol(s) may be subject to delisting and applicable terms and rules of OKX;
If you use the Service, this Agreement is binding on you;
You have the experience and risk tolerance required to use the Service, and have the experience and knowledge necessary to invest in non-guaranteed digital asset products;
You have the ability to perform operations on the Internet;
This Agreement and your use of the Service does not conflict with the laws of your country or region, and you agree to comply with the laws of your country or region;
You are the legal and beneficial owner of all the Digital Assets in your OKX account and that the sources of your Digital Assets and fiat currency are not from illegal activities.
3.3 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.
3.4 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:
Any loss you may suffer from the risks associated with the inability to sell or convert Digital Assets deposited into the Service into a preferred alternative asset immediately or where conversion is possible but at a loss. You are willing to bear the risks and potential financial losses caused by depositing Digital Assets into the Service;
Any loss you may suffer from the risks associated with the inability to trade, sell or convert any BETH (if provided to you, based on the Staking Protocol you choose) into a preferred alternative asset or where conversion is possible but at a loss. You are willing to bear the risks and potential financial losses caused by receiving any BETH;
Any loss you may suffer from the risks associated with the inability to Redeem the Staked Digital Assets or withdraw the unstaked Digital Assets or Rewards at a particular timing or where Redemption or withdrawal is possible but at a loss. You are willing to bear the risks and potential financial losses caused by depositing Digital Assets into the Service;
Historical returns are not indicative of future returns. The Estimated Rewards displayed on the OKX Platform are theoretical estimates. They are not actual or guaranteed Rewards promised by OKX. OKX does not guarantee or promise any Reward. Actual Rewards may vary from the Estimated Rewards. Actual Rewards may be more or less the rewards if you stake your Digital Assets directly to the corresponding Staking Protocol. Rewards shall be calculated and distributed by OKX in its sole discretion. OKX may deduct cost, fees, and expenses related to the operation of the Service from your actual Rewards, to determine the final amount payable to you;
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 your access to, or use of, your Digital Assets;
Market risks may occur, which may result in losses of your Digital Assets;
OKX may have to add, remove, or change its terms or policies, including the terms of this Agreement, from time to time, while you are using the Service. Any such actions may benefit or harm users like you.
4. Use of the Service
4.1 You may create an opening of a position through the Service by two ways detailed below.
4.1.1 At the time of order placement by way of a manual order on the OKX Platform, you are required to select: (i) a Staking Protocol; and (ii) a Digital Asset quantity. The OKX Platform will show an Estimated Reward, and a minimum Digital Asset Staking quantity for each Staking Protocol. Your Staked Digital Assets may not earn Rewards at a rate equivalent to or better than the Estimated Reward shown at the time of order placement. Once the order has been placed, you may not be able to cancel, revoke or edit the order.
4.1.2 As an alternative to inputting a manual order on the OKX Platform, you may opt into a functionality whereby idle assets in your funding account are automatically used to create a subscription order in the Service for Staking, on the terms set out below (“Auto-Earn”).
By default, Auto-Earn is not enabled in your account. In order to enable Auto-Earn, you must opt-in on the OKX Platform.
At the time of opting into Auto-Earn or thereafter, the OKX Platform may show a Staking Protocol corresponding to each cryptocurrency of the Digital Assets in the your funding account to review. The Order Quantity for Auto-Earn is not-fixed and depends on the available idle Digital Assets in the funding account. The OKX Platform may show a range Estimated Reward, and a minimum Digital Asset Staking quantity for each Staking Protocol. Your Staked Digital Assets may not earn Rewards at a rate equivalent to or better than the Estimated Reward shown at the time of order placement. Once you review and confirm the above, you may opt into the Auto-Earn subscription.
Upon opting into Auto-Earn, all Digital Assets in your funding account which (i) are of a cryptocurrency which has not been transacted in (whether by way of deposit, withdrawal, transfer or trading of such cryptocurrency from the funding account) for the preceding six hours; (ii) are supported by the Service, (iii) exceed the minimum amount for Auto-Earn eligibility and do not exceed the maximum Auto-Earn subscription amount in the Service (both as displayed on the OKX Platform from time to time), may automatically be used to create an Auto-Earn subscription order to Staking, subject to other conditions described herein.
Auto-Earn subscriptions are not created in real time upon a relevant Digital Asset meeting the above criteria. Instead, OKX scans all users’ funding accounts for potential creation of Auto-Earn subscriptions every few hours. Once the Auto-Earn order has been captured by OKX, you may not be able to cancel, revoke or edit the order, but you may opt out of Auto-Earn.
Upon opting-out of Auto-Earn, further Auto-Earn subscription orders to Staking will no longer be created. Redemptions of any Digital Assets already deposited into the Service through Auto-Earn must be carried out manually.
4.2 Once your order has been placed, OKX shall attempt to stake or allocate to you Digital Assets staked on the selected Staking Protocol, in an amount equivalent to a whole or a part of your Order Quantity. Depending on the Staking Protocol chosen (whether through manual selection or Auto-Earn) and market conditions, your order may not be successfully placed and you will not earn any Rewards. You will not earn any Rewards until the amount equivalent to a whole or a part of your Order Quantity is successfully staked to the chosen Staking Protocol and all applicable conditions of the Staking Protocol are satisfied (“Reward Calculation Day”). The Reward Calculation Day may not be the same day when you placed your order at the OKX Platform.
At any time while your Auto-Earn subscription is active, for future idle Digital Assets in your funding account subject to the subscription, OKX may request you to accept switching to a different Staking Protocol. If your acceptance is not received by the due date set by OKX, you agree that OKX may terminate your Auto-Earn subscription at OKX’s sole discretion. Upon termination of Auto-Earn, further Auto-Earn subscription orders to Staking will no longer be created. Redemptions of any Digital Assets already deposited into the Service through Auto-Earn must be carried out manually. OKX is not responsible for any loss in connection with such termination of your Auto-Earn subscription.
4.3. If the Staking Protocol selected by you is Ethereum (ETH), OKX may issue you with BETH tokens in an amount equivalent to your Order Quantity. BETH can be used to Redeem your order, on a 1:1 basis, after the Redemption period, an estimate of which is shown to you at the time of order placement. You acknowledge and undertake the risk that there may not be a market for BETH, BETH may not be tradeable at all, BETH cannot be withdrawn from the OKX Platform and / or BETH may not have an equivalent value to ETH.
4.4 Rewards shall:
Start accruing from the Reward Calculation Day. Rewards will accrue every day and will be calculated on the basis of the number of days elapsed and a 365-day year. You do not earn any Rewards for the first day on which you place an order. The frequency at which Rewards will be distributed to your account will depend on the Staking Protocol chosen and market conditions;
For the Ethereum Staking Protocol: accrue in BETH;
For all other Staking Protocols: accrue in the Digital Asset Staked, unless otherwise specified on the OKX Platform;
Accrue at a rate to be determined by the Staking Protocol chosen. Such rate can vary frequently. It can also vary based on the mechanics of the Staking Protocol, market conditions, and other factors depending on the Staking Protocol chosen;
Not accrue if your order is not successful.
4.5. In order to Redeem your Staked Digital Assets, you must enter a Redemption request into the OKX Platform. Partial Redemptions may not be permitted, and you may be required in any Redemption request to Redeem your complete Order Quantity. Once you have entered a Redemption request, you will no longer earn any Rewards in relation to the Digital Assets which are the subject of your Redemption request. Once a Redemption request has been placed, you may not be able to cancel, revoke or edit the request. The speed at which any Redemption request may be satisfied will vary and depend on market conditions. You agree and accept that when you Redeem your Digital Assets, the time it takes for the Digital Assets to arrive at your account may vary (e.g., by days or weeks). OKX shall not be liable for any losses caused by the difference between estimated and actual Digital Asset arrival time.
4.6 OKX may provide users with a “Fast Redemption” feature in the Service. Such feature is selected by default but is available only if there is sufficient liquidity in the Service to provide users with Fast Redemption. Fast Redemption is not guaranteed, it may not be available (with or without notice) and users may need to await standard Redemption (as described in the preceding clause) in order for their Redemption request to be satisfied. Liquidity to provide Fast Redemption is sourced from Users’ Order Quantity. You agree that a portion of your Order Quantity may be used for such liquidity. OKX reserves the right to suspend Fast Redemption without notice at any time at its sole discretion.
4.7 OKX reserves the right to charge a Service Fee for providing you with any part of the Service. Such Service Fee shall be published on the OKX Platform, and may be modified by OKX, from time to time. The Service Fee may contain fee(s) charged by the corresponding Staking Protocol.
4.8 OKX reserves the right to introduce, impose, adjust or remove any Staking or Redemption limit on the corresponding amount or time period in its sole discretion, while you are using the Service. Master accounts and sub-accounts may share any limits or periods.
5. Suspension / Cancellation / Termination
5.1 OKX may suspend, cancel or terminate the Service, or your use of the Service at any time at its sole discretion. OKX may suspend or remove any Staking Protocol from the Service (or add a previous or new Staking Protocol to the Service). 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. Liabilities
6.1 The OKX Terms of Service set out situations in which you may incur losses or liabilities and OKX assumes no liability. Without prejudice to those terms, those situations include:
Inability to use the Service or make commands or perform trading operations due to failure, delay, interruption, lack of system response, delayed system response, or other abnormal circumstances;
Service suspension for maintenance;
Failure to transmit data;
Force majeure events or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks, pandemic, epidemic, or other such acts;
Service interruption or delay due to hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure due to government regulations or other such matters;
Losses due to technical problems that cannot be predicted or solved by existing technical forces;
Losses due to third parties;
Losses due to changes in any Applicable Laws and Regulations, or government, regulatory or law enforcement orders.
You agree and accept that the above or any other reasons may lead to abnormal transactions, abnormal market and price fluctuations, market interruptions and other possible abnormal circumstances.
6.2 OKX reserves the right and sole discretion to refuse to execute or cancel your commands.
6.3 You agree and accept that OKX shall not be liable for any losses caused by the risks described in this Agreement and the OKX Terms of Service (including but not limited to any direct or indirect losses, actual losses and possible loss of profits).
7. Technology disclaimers
7.1 OKX may, from time to time, suspend access to your OKX accounts, the OKX Platform, the Service and/or any other OKX services, for both scheduled and emergency maintenance or upgrade. You authorize OKX to move your Digital Assets from/to Staking Protocol(s) and between Digital Wallets to the extent necessary for performing such maintenance or upgrade. OKX will make reasonable efforts to ensure that transactions on the OKX Platform are processed in a timely manner, but OKX makes no representations or warranties regarding the amount of time needed to complete any such maintenance or upgrade.
7.2 Although OKX makes reasonable efforts to update the information on the OKX Platform, OKX makes no representations, warranties, or guarantees, whether express or implied, that the content on the OKX Platform, including information in relation to the Services and any other OKX Services, is accurate, complete, or up to date.
7.3 You are responsible for obtaining the data network access necessary to use the Services or any other OKX Services. You are responsible for acquiring and updating compatible hardware or devices necessary to use the Service, any OKX Services, the OKX Platform, and any updates thereto. OKX does not guarantee that any of the OKX Services, or any portion thereof, will function on any particular hardware or devices. OKX Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
7.4 Despite our efforts to ensure the security of your data and transactions, the risk of unauthorized access, hacking, data loss, or other breaches cannot be completely eliminated. You acknowledge that you bear the risk of any unauthorized access to your account information and any loss of Digital Assets resulting from such security breaches.
7.5 The field of digital assets is rapidly evolving, and changes in technology may require adjustments to the Services or how you interact with the OKX Platform. OKX reserves the right to modify the technology used, the features provided, or the Service requirements based on technological advancements or regulatory changes without prior notice.
8. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account or shut down your account 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 behavior;
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.