Simple Earn User Agreement

Published on May 23, 2023

Simple Earn User Agreement

Last updated: 4 September 2024

1. Overview

1.1  The Simple Earn Service (the “Simple Earn Service” or “Service”) is offered by either Aux Cayes FinTech Co. Ltd. or OKX Bahamas FinTech Company Limited, depending on the specific user. The Service is offered as a value-added service to OKX users so that they may earn Returns by depositing their Digital Assets on the OKX Platform for a fixed or flexible term, pursuant to the terms and conditions of this Simple Earn User Agreement (“Agreement”).

1.2  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  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. General

2.1  The Service allows OKX users to deposit their Digital Assets on the OKX Platform for a fixed or flexible term, so that they may earn Returns.  Subject to the terms and conditions of this Agreement, Subscription and Redemption are supported 24/7 on the OKX Platform.  For the avoidance of doubt, Subscriptions for a fixed term cannot be Redeemed earlier than maturity of the term.

2.2  Definitions relating to the Service include:

  • Principal: Amount of Digital Assets in the User’s account which are deposited using the Service.

  • Redeem / Redemption: The closing of a position (in whole or in part) in the Service.

  • Return(s): The interest, yield and/or return that a User may receive by depositing its Digital Assets in the Service, provided such Digital Assets are successfully matched with borrowing demand.

  • Insurance Fund: The insurance fund at OKX consists mainly of the funds provided by OKX and the liquidation surplus from the liquidation orders, and is designed to protect user losses in case of huge, sudden market movements.

  • Insurance Fund Retention Fee: OKX charges users of the Service an Insurance Fund Retention Fee for use of the Service, as described in Section 4.7, below.

  • Subscribe / Subscription:  The opening of a position in the Service, which results in a deposit of Digital Assets in the Service.

  • T hour: An hour in a normal trading day based on UTC+8 time zone.

3. Eligibility to Use the Service

3.1  You agree that OKX may hold your Digital Assets.

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;

  • 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 currency 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;

  • Historical Returns are not indicative of future Returns.  The expected Returns displayed on the OKX Platform are theoretical estimates of Returns. They are not actual or guaranteed Returns promised by OKX.  OKX does not guarantee or promise any Returns. Actual Returns may vary from the estimated or expected Returns.  Returns 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 Returns, 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 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.

4. Use of the Services

4.1 Through the OKX Platform, you can Subscribe to and Redeem positions in the Service.  

4.2 When you Subscribe to the Service, your Digital Assets are deposited to the Service.  When your Digital Assets are deposited to the Service, you cannot access, trade, sell, convert, or otherwise use them. 

4.3  When Subscribing to the Service, you may choose “flexible” term or “fixed” term.  For “flexible” term, you may Redeem your order, thereby withdrawing your Digital Assets from the Service, at any time, subject to the terms of this Agreement (in particular, see Section 4.6, below).  For “fixed” term, you cannot Redeem your order for the full duration of the term once it is matched as per the terms below; your Digital Assets cannot be withdrawn, accessed, traded, sold, converted, or otherwise used for the full duration of the term; with respect to Redemption, see in particular Section 4.6, below. 

4.4 Flexible Term

a. At the time of Subscription, you are required to select:  (i) a Digital Asset type; (ii) a Digital Asset quantity; and (iii) a minimum expected rate of Return (in the form of an annualized percentage rate, or APR) that you wish to yield from the Digital Assets deposited into the Service;

b. Once your Subscription is successful, OKX will attempt to match your order (and the Digital Assets referred to in such order) with borrowing demand.  Borrowing demand comes from other services provided by OKX to its users. In situations where liquidity in the Simple Earn Service has been reduced or there is insufficient liquidity in the Simple Earn Service to match borrowing demand or market circumstances require, OKX may temporarily match borrowing demand with funds other than those derived from users’ Subscriptions;

c.  If your order is successfully matched (in whole or in part) with borrowing demand, you will start to accrue Returns from the Digital Assets that are matched.  Not all Digital Assets within an order may be matched.  It may be the case that no or only a part of the Digital Assets referred to in an order are matched.  Any Digital Assets that are not matched will not earn Returns.  Your Digital Assets may all be matched to borrowing demand from the same or multiple borrowing orders, or not matched at all;

d.  Any Digital Assets that are matched will earn Returns at the rate specified in your order or at a market rate, if it is higher. If the market rate is lower than the rate specified in your order, your order will not be matched.

When the lending pool is almost fully utilized or if market circumstances require, OKX may, at its discretion, adjust the market APR to a higher level ("Adjusted Market APR"). During this period:

  • If your funds were unmatched prior to adjustment, your funds may remain unmatched. Your funds may only be matched if your specified minimum lending APR is lower than market APR prior to adjustment. Accordingly, even if your specified minimum APR is lower than the market APR shown on the OKX Platform, your funds may not be matched because an Adjusted Market APR is in effect.

  • If your specified minimum lending APR is higher than the Adjusted Market APR, your funds may not be matched.

Any unmatched funds will not generate any Returns.

e.  Returns accrue and are distributed to your account hourly.  No Returns are generated for parts of an hour.  If your order is matched on the T hour, the hourly Return for the T hour shall accrue from T hour to T+1 hour and will be distributed after the T+1 hour;

f.  “Flexible” term Subscriptions can be Redeemed at any time.  Any orders Redeemed will not earn Returns for the hour in which they are Redeemed;

4.5 Fixed Term

a. At the time of Subscription, you are required to select:  (i) a Digital Asset type; (ii) a Digital Asset quantity; (iii) a period of time during which the Subscription will remain active (i.e., the fixed term); and (iv) an expected rate of Return (in the form of an annualized percentage rate, or APR) that you wish to yield from the Digital Assets deposited into the Service;

b. Once your Subscription is successful, OKX will attempt to match your order (and the Digital Assets referred to in such order) with borrowing demand.  Borrowing demand comes from other services provided by OKX to its users;

c.  If your order is successfully matched (in whole or in part) with borrowing demand, you will start to accrue Returns from the Digital Assets that are matched.  Not all Digital Assets within an order may be matched.  It may be the case that no or only a part of the Digital Assets referred to in an order are matched.  Any Digital Assets that are not matched will not earn Returns.  Your Digital Assets may all be matched to borrowing demand from the same or multiple borrowing orders, or not matched at all;

d.  Any Digital Assets that are matched will earn Returns at the rate specified in your order.  If the market rate is lower than the rate specified in your order, your order will not be matched;

e.  Returns accrue hourly and are distributed to your account at the end of the term.  No Returns are generated for parts of an hour.  If your order is matched on the T hour, the hourly Return for the T hour shall accrue from T hour to T+1 hour.  In the event that there is an early termination of the borrowing demand with which your order has been matched prior to the end of the fixed term, then returns will be limited to:  (i) Returns accrued up till the point of cessation of such borrowing demand; plus (ii) 30% of remaining Returns that would have accrued from such cessation until the end of term;

f.  “Fixed” term Subscriptions cannot be Redeemed for the full duration of the term to the extent that your order has been matched;

g.  Your Subscription may be automatically renewed at the end of the term specified in your order, for another term of the same duration as specified in your order.  During any such additional term which is the result of auto-renewal, you cannot Redeem your order if it continues to be matched. You can select auto-renewal at any time prior to expiry of a term. If auto-renewal is not enabled, your Digital Assets will be Redeemed from the Service upon expiry of the term or if they cease to be matched (in whole or in part). OKX reserves the right to enable or disable the auto-renewal function for any fixed term Service in its sole discretion;

h.  In the event that your assets are not repaid at maturity by the borrowing demand with which they are matched, the term may be extended for up to 30 days.  For any such extension, you are entitled to extended returns for that extended period (“Extended Returns”).  Extended Returns are equivalent to the market APR for Simple Earn Flexible plus an additional APR, both shown on the Simple Earn product page (linked here), to be deducted from your account hourly, to be paid hourly.

4.6  Upon a Redemption command being input into the OKX Platform, the redeemed Digital Asset may arrive in your Account simultaneously or after a period of time, depending on a number of factors, including token type and market activity. You understand and acknowledge that between the time that the Redemption command is given and the time of actual release of Digital Assets in your Account, you will not earn any Returns on and you will not have any ability to access the Digital Assets being redeemed. You understand and accept that the time taken for the Digital Assets to be released may vary, and that during this time, the price of your Digital Assets may fall.  OKX is not responsible for any such loss. The arrival time shown on the OKX Platform is final. If market circumstances require, your Redemption will be delayed, at OKX’s sole and unfettered discretion.  This includes situations where there is insufficient liquidity on the OKX Platform or in the Simple Earn Service, or there has been an unexpected reduction in such liquidity.  In the event that Redemptions are delayed, they will be dealt with on a first-in first-out basis, such that earlier Redemptions will be satisfied in preference to later Redemptions, subject to OKX’s discretion to re-order Redemptions based on size or other market circumstances.  You acknowledge and undertake the risk that any such delays in Redemption may result in a partial or total loss in the value of your Digital Assets.

4.7 OKX charges users of the Service an Insurance Fund Retention Fee for use of the Service.  The amount of such Insurance Fund Retention Fee shall be published on the OKX Platform, and may be modified by OKX, from time to time.  As at the time of these terms, that Insurance Fund Retention Fee is 15% of the Returns generated by use of the Service.  Such Insurance Fund Retention Fee is retained by OKX prior to delivery of Returns to you.

4.8 OKX reserves the right to introduce, impose, adjust or remove any Subscription and Redemption limits in its sole discretion, while you are using the Service.  Master accounts and sub-accounts may share any limits.

5. Suspension / Cancellation / Termination

5.1 OKX may suspend, cancel or terminate the Service, or your use of the Service at its sole discretion.  The OKX Terms of Service set out the exemplary circumstances in which OKX may suspend, cancel or terminate the Service.  Without prejudice to the generality of the foregoing, those exemplary 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, lack or reduction of liquidity in the Service, or other abnormal circumstances;

  • Service suspension for maintenance;

  • Failure to transmit data;

  • Force majeure 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 or the OKX Terms of Service (including but not limited to any direct or indirect losses, actual losses or 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. 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.

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, 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.