P2P API User Agreement

This P2P API User Agreement (the “Agreement”) regarding your access and use of our application programming interface (“API”) (collectively, the “Service”) is made between you (“you” or “user”) and the OKX entity listed below (“OKX”, we”, “us” or “our”), depending on your residency and date of registration:Aux Cayes FinTech Co. Ltd., a Seychelles registered company (“Aux Cayes”), for all other Users eligible to access and use OKX’s Services.OKX Bahamas FinTech Company Limited, a Bahamas registered company (“OKX Bahamas”), for Users who are residents of Mexico and who registered between November 16, 2022 and August 28, 2023, and institutional Users who are registered on or after August 29, 2023;OKCoin Europe LTD, a Malta limited liability company (“OKC EU”), which operates under the OKX brand, for Users who are residents of one of our approved operating locations within the European Economic Area. The Terms of Service for such users can be found here;OKX Middle East Fintech FZE, a UAE limited liability company (“OKX Dubai”), for Users who are residents of the UAE. The Terms of Service for such users can be found here;By using our API, you acknowledge that you have carefully read and fully understand this Agreement, including any amendments to the terms under this Agreement made by OKX from time to time. It is important to review the terms that exclude or limit OKX's liabilities and users' rights. If you do not agree to this Agreement or refuse to acknowledge and accept OKX's right to modify this Agreement, you must avoid or cease using the API.This Agreement shall supplement our OKX Terms of Service (as referred to in the preceding hyperlink or in respect of OKC EU, OKX Dubai the hyperlinks referred to next to each entity name above), Privacy Notice and other terms, rules and announcements that we issue from time to time at www.OKX.com (the “Platform Terms”). In the event of any conflict or inconsistency of any term or provision set forth in this Agreement and the Platform Terms, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement. All other provisions of our Platform Terms not modified by this Agreement shall remain in full force and effect.

1. OVERVIEW

The Service provided by OKX under this Agreement means the API interface and services that provide counterparty applications and/or developers access to OKX’s platform and services (or a selection thereof).

2. LICENSE

2.1 This Service is for use only by the user who is a counterparty to this Agreement, and cannot be disseminated, redistributed or re-sold to any third party, and should be used within the scope permitted by this Agreement and applicable laws and regulations.

2.2 You expressly acknowledge that we do not make any guarantees regarding the stability or accuracy of the data derived from the Service and OKX expressly excludes its liability due to any instability or inaccuracy of data derived from the Service.

3. FEES

3.1 The user of the Service must pay any fees in accordance with our fee schedule, which we have the sole discretion to adjust from time to time. At the time of signing this Agreement, no fees are payable for P2P API. We reserve the right to refuse to provide a user with the Services and/or technical support, or to terminate the provision of the Service and/or technical support until the user has paid all the fees in accordance with this Agreement.

3.2 If the user renews the subscription of the Service, and the name, specification or price of the Service has been adjusted, the user agrees to perform in accordance with the new name, specification or price that is valid at that time; if the user does not agree with the new name, specification or price of the Service, no renewal is permitted, and the provision of the Service by OKX to you will automatically terminate after the subscription term of the Agreement.

4. USER’ RIGHTS AND OBLIGATIONS

4.1 The user undertakes that their use of the Service complies with applicable laws and regulations and does not infringe upon the rights or interests of any third party.

4.2 The user shall pay any fees in full and in a timely manner; otherwise, we reserve the right to terminate the user's access and/or use of the Service at any time, and the user shall be solely liable for any damage that may be caused by the termination of the Service by us.

4.2 The user undertakes that it shall not copy, modify, reverse engineer, decompile or dissemble the Service and the API associated with the Service. Any user of the Service shall be explicitly whitelisted by OKX to use the Service. Any attempt to use the Service without authorisation (including by unauthorised use of a valid user’s credentials or exploiting vulnerabilities to access the Service) shall be considered a breach. Users shall not conduct any action which could potentially lead to a denial of service or degradation of service performance (including by sending excessive API calls). The user shall adhere to reasonable API rate limits and ensure that their usage does not negatively impact the Service.

5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

5.1 No Warranties or RepresentationsWe do not provide any express or implied warranties, representations or guarantees, or conditions regarding your use of the Service. You understand that your use of the Service is at your own risk, and we provide the Service on an “as is”, “including all defects,” and “as available” basis. To the extent permitted by applicable laws and regulations, we do not provide any implied warranties or guarantees to any effect. We cannot guarantee that the Service will not be interrupted or experience errors during its operation. The operation of the Service may be interrupted due to various reasons, including changes in currently effective applicable laws or regulations, force majeure event(s) (including but not limited to fire, earthquake, turmoil, and war), power outages, interruption of communication lines, hacker attacks, computer viruses, telecommunications interruptions, technical changes, maintenance, updates, or network and/or system failures. We are not responsible for any damage or data loss caused by such interruptions and functional errors.

5.2 Limitations of LiabilityTo the maximum extent permitted by law, we will not be liable for any direct, indirect, consequential, special, punitive or other damages to user caused by or related to the user’s use or inability to use the Service (including but not limited to damage caused by personal injury or property damage, damage caused by loss of profit, data loss, business interruption, computer paralysis or malfunction, loss of business information, damage caused by failure to perform including integrity or due care, any liability caused by privacy violations or disclosure of information, damage caused by any pecuniary loss or any other loss) even if we have been notified in advance of the possibility of such damage.

5.3 Change, Interruption, or Termination of this ServiceUnless otherwise agreed upon in writing with us, you agree that we have the right to change, interrupt, or terminate the provision of this Service in part or in full at any time without prior notice to you, and we also have the right to modify, interrupt, or terminate your use of the Service at any time. Any loss or consequences you or any third party may incur due to our changes, interruption, or termination of this Service shall be solely borne by you, and we shall not be liable to you or any third party for any reason.

6. USE AND DISCLOSURE OF USER DATA

6.1 The Service may give you access to user data. To access the Service and such data, you agree to comply with Applicable Data Protection Laws.

6.2 Applicable Data Protection Laws means all applicable worldwide legislation relating to the privacy, data protection and data security laws and regulations applicable to either party’s processing of personal data, including, without limitation, the General Data Protection Regulation 2016/679 (the “GDPR”), the UK GDPR, the Privacy and Electronic Communications Directive 2002/58/EC, Singapore Personal Data Protection Act 2012, Hong Kong Personal Data (Privacy) Ordinance, Swiss Data Protection Laws and the CCPA and other applicable U.S. federal and state privacy laws in each case as amended, repealed, consolidated or replaced from time to time.

6.3 The parties agree that for the purposes of the Applicable Data Protection Laws, as between the parties that you are a data processor in respect of data received from OKX.

6.4 You will only act only on instructions from OKX and, specifically, shall only process data for the purposes under the Services of this Agreement;

6.5 Prior to you processing the data, implement appropriate technical and organisational measures to enable it to process data in compliance with Applicable Data Protection Laws.

6.6 Each Party warrants to the other that it shall:

a) comply and shall procure the compliance of its personnel with the Applicable Data Protection Laws;

b) use appropriate technical and organisational security measures against unauthorised or unlawful processing of OKX data and against accidental loss or destruction of, or damage to, such data; and

c) not make any changes to its information security measures that would materially increase the risk of unauthorised access to any data unless required by the Applicable Data Protection Laws.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All ownership, right, title and interest in and to the intellectual property rights of the Service, the API, and content derived therefore and the underlying technology, including but not limited to know-how, data, databases and trade secrets, shall be our exclusive property. You have only a limited right to use this Service in accordance with this Agreement. If you use our intellectual property rights with our permission for the development of any application(s), the ownership and intellectual property rights of any developed creations remain with us, and we have the right to independently apply for the protection of the ownership of related rights with respect to the content that has been developed.

7.2 Without our written consent, you may not unilaterally implement, use, or transfer any of the above intellectual property rights for any commercial or non-commercial purposes or allow any third party to do any of the above-mentioned.

7.3 You hereby agree to grant us a worldwide, royalty-free, non-transferrable, and non-exclusive license to use your logo within the terms of this Agreement for external marketing and publication to indicate that you are using this Service. You represent and warrant to us that you have all required rights, interests, and legal authorization to grant the above license. You are expressly prohibited from using our logo for any purposes whatsoever.

8. TERMINATION

Without affecting the other provisions of this Agreement, OKX shall have the sole right to terminate the provision of the Service and/or this Agreement without any liability if one of the following situations occurs:

(a) the user breaches any provisions of this Agreement, including non-payment of any fees, and that the user has not cured such breach within three (3) days after notification was sent to the user by OKX;

(b) occurrence of any force majeure event;

(c) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to any party; or that other party ceases, or threatens to cease, to carry on business.

9. AMENDMENT

We have the right to revise the terms of this Agreement from time to time. If the user does not agree to our amendment(s) to the relevant terms of this Agreement, the user should immediately cease access and/or use of the Service. If the user continues to use the Service, it shall be deemed that the user has accepted the amendment(s) made by us to the relevant terms of this Agreement.

10. APPLICABLE LAW AND DISPUTE RESOLUTION

10.1 This Agreement, your access and use of the Service, 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 the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"), without regard to principles of conflicts of law.

10.2 Any disputes, controversy, differences or claims caused by or related to this Agreement, including the existence, validity, interpretation, performance, violation or termination of this Agreement, or any disputes arising from or related to this Agreement, shall be submitted for arbitration managed by the Hong Kong International Arbitration Center (HKIAC), and finally settled through arbitration in accordance with the arbitration rules implemented by the HKIAC in force at that time. The applicable law of this arbitration clause shall be Hong Kong law. The place of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitrator shall be jointly appointed by the parties, and if the parties fail to reach consensus on such appointment in two (2) months, then the HKIAC shall make such appointment. The arbitration proceedings shall be conducted in English. Any arbitration award shall be final and binding on both parties, and can be enforced in any court with jurisdiction.

11. MISCELLANEOUS

11.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed as deleted and void. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

11.2 No failure or delay by any party in exercising any right, power or remedy it is entitled to under this Agreement or by stipulation of law shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

11.3 No assignment of this Agreement shall be allowed without our prior written consent. We may transfer all or part of our rights and obligations under this Agreement to a third party for business and operational reasons without the user's prior consent.

11.4 Nothing in this Agreement should be construed as either party becoming an agent, employee, contractor and partner of the other party or both being in an agency, employment, contractor or partnership relationship. In any case, neither party may claim that it can create any legal obligation on behalf of the other party without the explicit prior written consent of the other party.