OKX Affiliate Program Agreement
Last updated: 13 February 2025
1. Overview
1.1 The OKX Affiliate Program (this “OKX Affiliate Program”, “Affiliate Program”, “Program”) is provided and operated by OKX (as defined in Terms of Service, “OKX”, “we”, “our” or “us” or “the Platform”).
1.2 This OKX Affiliate Program Terms and Conditions sets out the terms and conditions (these “Terms”) that govern your access to and participation in this Program and your use of any related services entered into by and between you (the “Affiliate” , “You”, "Your" or "Sub-Affiliate") and OKX, and is legally binding upon you and OKX. By participating in the Program and using other relevant services provided by OKX, you agree that you have carefully read, fully understand, and agree to these Terms (including any amendments or modifications made by OKX at any time), especially the terms which exclude or limit OKX's liabilities under these Terms, and the terms that exclude or limit rights of Affiliates and Sub-Affiliates. If you do not accept these Terms or the contents of these Terms, or refuse to acknowledge and agree with the Platform’s right to unilaterally modify these Terms at any time, you have no right to access the Platform, participate in the Program, or use of any services provided by the Platform under these Terms and you will immediately stop using and accessing the Platform. Unless otherwise provided in the Terms, the terms used in the Terms shall have the meaning provided in OKX's Terms of Service.
1.3 These Terms also incorporate OKX's Terms of Service, various system specifications, other agreements or rules in connection with or related to these Terms, and other relevant agreements and rules regarding the Program that OKX may publish on its Site from time to time.
1.4 These Terms and any applicable user agreements constitute the entire agreement and understanding regarding your use of the Program.
1.5 These Terms shall supplement the user agreements. In the event of any conflict or inconsistency of any term or provision set forth in these Terms and any of our user agreements, such conflict or inconsistency shall be resolved by giving precedence first to these Terms. All other provisions of our user agreements not modified by these Terms shall remain in full force and effect.
2. The Program
The Program offers Affiliates and Sub-Affiliates the opportunity to receive commissions for eligible referrals to the Platform, in accordance with these Terms and the OKX Affiliate Program Rule , OKX Sub-affiliate Rules and Sub-affiliate Link Rules (collectively, the “Program Rules”).
3. Definitions
Unless otherwise stated, terms carry the same definitions as used in the Program Rules. In addition:
“Associate” means, in respect of a person, any other person which directly or indirectly Controls, is Controlled by, or is under common Control of or with that person from time to time;
“Affiliate Image” has the meaning ascribed to it in Clause 8.2;
“Confidential Information” has the meaning ascribed to it in Clause 10.1;
“Commissions” means the fees payable by OKX to the Affiliate as described in the Program Rules;
“Control” means, in respect of a person, the holding, or controlling, in each case, directly or indirectly, of shares or any similar rights of ownership in that person bearing the majority of voting rights attaching to all the shares or other rights of ownership in that person or having the power to direct or cause the direction and management of the policies of that person whether as a result of the ownership of shares, control of the board of directors, contract or any power conferred by the articles of association or other constitutional documents of such person, and “Controlling” and “Controlled” shall be construed accordingly;
“Effective Date” means the date upon which these Terms is agreed by you (i.e., the date on which the Affiliate accepts the Terms electronically);
“OKX Trademarks” has the meaning ascribed to it in Clause 8.3; and
“Term” has the meaning ascribed to it in Clause 4.
4. Commencement and Duration
These Terms will take effect on the Effective Date. Unless expressly stated otherwise, these Terms will continue until terminated by you or us as set forth in these Terms.
5. Commissions and Payment
5.1 Unless expressly stated otherwise, OKX will pay your Commissions (if any) in accordance with the Program Rules, all of which are exclusive of tax, if applicable.
5.2 All taxes levied by any governmental entity shall be the sole obligation of the Affiliate.
6. Affiliates’ Obligations
The Affiliate agrees:
6.1 To provide and maintain accurate, complete, and up-to-date information when registering for the Program and in your Program account (dashboard) once registered for the Program. OKX reserves the right to decline your registration. You are responsible for all activity that occurs under your Program account. Unless otherwise permitted by OKX, you may only possess one Program account and may not register for an additional Program account;
6.2 To act solely in accordance with the Program Rules and any rules as communicated by OKX from time to time and in compliance with all Applicable Laws and Regulations and online platforms’ terms and conditions and policies, (including any applicable third-party community guidelines). If you are a business, you will ensure that your employees, personnel, associates, and agents comply with these Terms, including the Program Rules, and you will be responsible for their conduct in connection with these Terms;
6.3 To refrain from promoting the Program (including recruiting sub-affiliates), posting links, and/or marketing or advertising directly, to users residing in the following countries, or other prohibited and restricted jurisdictions, as may change from time to time (collectively, the "Prohibited Jurisdictions") as provided in section 2.2 of OKX's Terms of Service; and
6.4 To inform OKX as promptly as reasonably practicable of any material developments or changes in Your circumstances or activities which could reasonably be expected to adversely impact OKX, including any criminal prosecution or other complaint brought against You.
7. Affiliates’ Warranties and Indemnities
7.1 The Affiliate warrants, represents, and undertakes to OKX that:
7.1.1 You have the legal capacity and are free contractually to enter into and to perform the obligations under these Terms and the Program Rules, and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent you from doing so;
7.1.2 In the event the Affiliate is a natural person, you are 18 years old or the age of majority in your country of residence, and you agree to provide OKX with identification to confirm your age if required to do so by OKX;
7.1.3 You do not have any criminal convictions of any kind as of the Effective Date;
7.1.4 You have not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by OKX in its sole and absolute discretion as discriminatory, racist, homophobic, xenophobic, sexist or extremist (whether political or religious);
7.1.5 You have not used paid followers, bots or other forms of technology to artificially inflate your follower numbers or make your posts appear more popular;
7.1.6 Your content (save to the extent that he incorporates material provided by OKX) will not infringe the copyright or any other rights of any third party;
7.1.7 Your content will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;
7.1.8 The rights you have granted OKX are vested solely with you and have not been and will not be previously assigned, licensed, or encumbered (save under the terms of use of the social media platform where the copyright works are posted) ;
7.1.9 You have disclosed in writing to OKX all material facts that are relevant to your engagement as OKX’s Affiliate, including the nature and duration of past and existing endorsement agreements between you and third parties and endorsement agreements that are likely to be concluded during the Term; and
7.2 You agree to fully indemnify, defend, and hold harmless OKX, along with its officers, agents, employees, and directors, from and against any and all claims, liabilities, costs, expenses, fees, damages, and losses, including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, legal costs, and other professional costs, including reasonable attorney's fees and expenses, relating to or arising from any breach by you or your representatives of your obligations under these Terms, as well as any third-party claims or actions, or any adjudications or decisions taken against OKX by any competent authorities, which directly or indirectly arise, in whole or in part, from any inaccuracies, breaches, or non-performance of any representations, warranties, covenants, or agreements made by you in or pursuant to these Terms.
8. Intellectual Property Rights
8.1 After the Effective Date, You may use the OKX Trademarks and copyrightable work that are specified by OKX for your use solely to create and use your own promotional content for the Program Activities, in accordance with these Terms and the Program Rules, and the brand guidelines and other instructions as OKX may make available to you from time to time, but subject to OKX’s prior written approval of the promotional content you create. You may not use such promotional content you create without OKX’s prior written approval.
8.2 You grant to OKX a perpetual, irrevocable, sublicensable, royalty-free license, during and after the Term of these Terms, to reproduce, distribute, display, perform, modify and otherwise use any text, images, videos or other content (including promotional content) that you create or publish in connection with the Program Activities (collectively, the “Affiliate Image”), for any marketing, promotional or internal business purposes, without attribution or further compensation to you.
8.3 OKX’s trademarks (including, but not limited to, the “OKX”, “OKX logo”, “X logo” trade marks), service marks, trade dress, logos and any other indicia of the source of OKX’s goods or services (“OKX Trademarks”) are all the property of OKX. Your limited right to use the OKX Trademarks in connection with the Program Activities does not give you any right, title or ownership interest with respect to the OKX’s Trade Marks. All goodwill arising from your use of the OKX Trade Marks in connection with Program Activities, as permitted pursuant to these Terms, will insure the sole and exclusive benefit of OKX.
8.4 You agree and acknowledge that your Affiliate Image will be of the highest quality. Should the quality of the Program Activities you conduct fall below a standard deemed acceptable by OKX, OKX reserves the right to terminate your permission to use the OKX Trademarks if the quality is not restored within a reasonable time.
9. Announcements
9.1 You agree to refer all enquiries from the media and other third parties received by them concerning OKX, the OKX Platform, these Terms and the Program Rules to such representative of OKX as may be notified by OKX to You.
9.2 The parties shall cooperate in good faith in all announcements regarding these Terms, the Program and/or the Program Activities. You shall not issue any announcement regarding these Terms, the Program and/or the Program Activities or use any OKX Trademarks, without first consulting and obtaining the prior written approval of OKX.
10. Confidentiality
10.1 The parties recognize that each party has a legitimate interest in maintaining confidentiality regarding these Terms, the subject matter of these Terms or any other agreements, documents or transactions referred to or contemplated herein and all trade secrets, confidential and/or proprietary knowledge or information of or disclosed by each other party and its associates which that party may receive or obtain as a result of entering into or performing its obligations under these Terms (collectively, “Confidential Information”). Confidential Information includes all information that Affiliates or Sub-Affiliates receive in relation to their invitees or Sub-Affiliates.
10.2 You agree to keep confidential all non-public information (regardless of the form) about or relating to OKX or its affiliates, officers, directors, employees, agents, contractors, and representatives disclosed to, obtained by, or that otherwise comes into Your possession or its officers, directors, employees, agents, contractors, and representatives whether by virtue of the relationship between the parties or otherwise, including the related services being performed or provided by You (all such information, “Company Confidential Information”). Without limiting the foregoing, You, on behalf of yourself and Your officers, directors, employees, agents, contractors, and representatives, agrees: to protect the Company Confidential Information using the same degree of care that it uses with respect to its own confidential information (the same being not less than a reasonable degree of care); not to disclose the Company Confidential Information to any third party without Company’s prior written consent; and to only use the Company Confidential Information for the limited purposes of fulfilling its obligations under these Terms. The Affiliate shall only communicate with designated OKX representatives regarding the services.
10.3 The obligations as contained in Clause 10.3 shall not, however, apply to any information which is:
10.3.1 Already in the public domain or becomes available to the public through no breach of these Terms or wrongful act by the receiving party;
10.3.2 Actually obtained by receiving party through rightful or legal means prior to the time of receipt of such Confidential Information;
10.3.3 Furnished to Receiving Party by a third party who has rightfully obtained the Confidential Information without restriction on disclosure; or
10.3.4 Independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party that does not otherwise contravene these Terms. Confidential Information shall not be deemed to be of the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or may become known to the public.
11. Limitation of Liability
To the maximum extent permitted by applicable law, OKX shall not be liable to You in any circumstances for any damage or loss, whether direct or indirect, of profits, business, anticipated savings or wasted expenditure, or for any indirect or consequential loss, arising under or in relation to these Terms, whether for breach of contract, tort (including negligence), or otherwise. Subject to this Section, OKX’s maximum liability (except relating to fraud, death, or personal injury) arising or in relation to these Terms, whether for breach of contract, tort (including negligence) or otherwise, shall with respect to any one incident or series of incidents attributable to the same cause, be limited to the total amount of transactions executed as a result of these Terms. These Terms do not, in any way, seek to exclude or limit OKX’s liability which cannot be limited or excluded by law. Once established, any such liability shall be limited to the extent that it is clearly attributable to OKX.
12. Termination
12.1 OKX may terminate these Terms, and any agreement with any Affiliate or Sub-Affiliate, effective immediately, without cause or upon any breach of these Terms or the Program Rules, as determined in OKX's sole discretion. Upon termination, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Program Activities.
12.2 You may terminate these Terms, or cease participation in the Program, without cause by giving notice to OKX that you intend to cease participation in the Program.
12.3 Any outstanding payment obligations and Clause 7 (Affiliates’ Warranties and Indemnities), 8 (Intellectual Property Rights), 9 (Announcements), 10 (Confidentiality), 11 (Limitation of Liability and Indemnity), 12 (Termination), and 16 (Miscellaneous) shall survive the termination of these Terms.
13. Ongoing Compliance Obligations
13.1 By agreeing to these Terms, You expressly warrant and undertake to fully comply with all applicable legal, regulatory, and compliance obligations, including those set forth in the Terms and these additional requirements for Affiliates and Sub-Affiliates based In, directly providing services to, or directly targeting the following regions and jurisdictions.
13.1.1 Africa (Sub-Saharan): Content must be informational, and not promotional.
13.1.2 Belgium: Comply with the rules and regulations of the Financial Services and Markets Authority, including obtaining the proper registrations as necessary.
13.1.3 Indonesia: Services cannot use Indonesian language or other local languages/dialects.
13.1.4 Netherlands: Comply with the rules and regulations of the Dutch Media Authority, including obtaining the proper registrations as necessary.
13.1.5 Philippines: Services cannot use the Tagalog language or other local languages/dialects.
13.1.6 Russia: Comply with Russia-specific crypto and advertising laws, including Federal Law No. 221-FZ and Federal Law No. 259-FZ.
13.1.7 South Korea: Korean language or other local languages/dialects carries a high risk and should generally not be used. To the extent that the Korean language or other local languages/dialects are used, it must be accompanied by English subtitles.
13.1.8 Spain: Comply with Spanish-specific crypto and advertising laws, including CNMV Circular 1/2022.
13.1.9 Thailand: Services cannot use the Thai language or other local languages/dialects.
13.2 By agreeing to these Terms, You acknowledge that your role includes engaging and educating Your audience in a manner that adheres to the highest standards of integrity and regulatory compliance. Compliance with these obligations is essential to protect both Your reputation and OKX’s interests. You warrant that You are solely responsible for understanding and ensuring compliance with all applicable laws, regulations, and guidelines referenced herein. You must not rely on OKX staff for guidance or interpretation of these requirements and is obligated to independently ensure compliance with all relevant obligations.
13.2.1 Anti-Money Laundering (AML) Compliance: In the jurisdictions where you operate or target, or where your content is accessible, it is critical that you comply with all Anti-Money Laundering (AML) regulations. This includes, but is not limited to:
13.2.1.a Avoid activities that involve or promote any activities or entities involved in money laundering, fraud, or other financial crimes.
13.2.1.b Stay informed about the products you promote to ensure they are not linked to illicit activities.
13.2.2 Sanctions Compliance: You must ensure that your promotional activities are in compliance with international sanctions laws. This includes:
13.2.2.a Prohibited Individuals and Entities: Do not engage with, promote, or provide services to individuals, companies, or countries subject to sanctions by the United Nations, the United States (OFAC), the European Union, or other relevant authorities.
13.2.2.b Sanctioned Jurisdictions: Do not target or make content accessible to sanctioned countries or regions.
13.2.2.c Financial Transactions: Ensure that any of your financial transactions are not coming from or directed to sanctioned entities or individuals.
13.2.2.d Failure to adhere to sanctions laws can result in significant legal penalties, including fines and restrictions on future activities. You are responsible for staying informed about evolving sanctions regimes and ensuring compliance.
13.2.3 Marketing and Advertising Laws: Your content must fully comply with local marketing and advertising laws, including:
13.2.3.a Truthfulness and Non-Deception: Ensure all claims about our products are accurate, clear, and substantiated. Avoid making exaggerated, false, or misleading statements.
13.2.3.b Disclosures: Clearly disclose any material connections between you and OKX as required. These disclosures must be visible, upfront, and in compliance with local disclosure laws (e.g., including “#ad,” “#sponsored”).
13.2.4 Registration and Licensing Requirements: Depending on the jurisdiction, you may be subject to registration or licensing requirements. You will ensure that:
13.2.4.a You hold the necessary registrations or licenses to promote certain products, where applicable.
13.2.4.b You do not offer investment advice or financial services.
13.2.5 Intellectual Property and Brand Representation: You will:
13.2.5.a Use our brand and product names, logos, and other intellectual property only as authorized and in accordance with our branding guidelines.
13.2.5.b Avoid using copyrighted material, including images, videos, or music, in your content without the appropriate permissions.
13.2.6 Regulatory Updates and Changes
13.2.6.a You will keep yourself informed of any changes in relevant laws, regulations, and best practices related to KOL marketing and promotions. This includes local and international updates that may affect how you create and distribute your content.
13.2.6.b Failure to adhere to these requirements may result in legal consequences for both You and OKX and may jeopardize future collaborations.
14. Other Provisions
14.1 Whole Agreement: The user agreements, the Program Rules and these Terms contain the whole agreement between the parties relating to the subject matter of these Terms at the Effective Date to the exclusion of any terms implied by law which may be excluded by contract and supersedes any other previous written or oral agreement between the parties in relation to the matters dealt with in these Terms.
14.2 Assignment: You may not assign these Terms, in whole or in part, whether by operation of law or otherwise, without OKX's written consent, which shall not be unreasonably withheld or delayed; provided, however, that either party may assign its rights and/or obligations under the Terms without the written consent of the other in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, restructuring, consolidation, change in control or similar transaction.
14.3 Translation: These Terms may be translated into another language. However, in the event of any inconsistency between the English language version and a translated version, this English version will prevail.
14.4 Data protection: The parties hereby acknowledge and agree that the parties’ performance of these Terms may require the parties to process, transmit and/or store the other party’s personal data or the personal data of the other parties’ employees, Associates or users. By submitting personal data to any party, such party agrees that it and its Associates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling such party to perform its obligations under these Terms, or any such purpose for which consent from the data subject has been received. Any unauthorised disclosure or use of the data shall constitute a material breach of these Terms and may lead to a termination of business relationship. In relation to all personal data provided by or through a party to the other party, such party procures that it will be responsible as sole data controller for complying with all applicable data protection or similar laws such as General Data Protection Regulation ((EU) 2016/679) as and laws implementing that directive that regulate the processing of personal data and special categories of data as such terms are defined in that directive.
14.5 Anti-Bribery & Corruption: Each party represents and warrants that it is aware of, understands, and complies with all applicable foreign and domestic anti-corruption and anti-bribery laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act of 2010 (“Anti-Corruption Laws”). Each party agrees that it shall cause its affiliates and its and its affiliate(s)’ respective directors, officers, managers, employees, independent contractors, representatives, agents or other persons acting on its or its affiliate(s)’ behalf to comply with such Anti-Corruption Laws. The Affiliate agrees to immediately notify OKX of any request that it receives to take any action that might constitute, or be construed as, a violation of this clause. Such notices to OKX should be sent to report@okcoin.com.
14.6 Nature of Agreement: Nothing in these Terms will create, or be deemed to create a partnership, a joint venture, an agency, a fiduciary duty or a contract of employment between the parties. The only relationship created by these Terms is that of independent contractors and OKX will not in any event be regarded as the employer of the Affiliate. Except as expressly provided herein, neither party by virtue of these Terms has the authority to transact any business in the name of the other party or on its behalf or to incur any liability for or on behalf of the other party.
15. Jurisdiction and Dispute Resolution
These Terms, your use of the Program, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.
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 proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong.
If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).
The number of arbitrators shall be one, who shall be jointly appointed by the parties. If both Parties fail to agree on the appointment of the arbitrator within 2 months of the date of the Notice of Arbitration, then HKIAC shall appoint an arbitrator for the purpose of this clause. The arbitration proceedings shall be conducted in English.
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.
Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
The parties shall bear their own attorneys’ fees and costs of arbitration unless otherwise ordered by the arbitrator. The parties shall share the arbitrator fees and expenses equally.
16. Miscellaneous
16.1 OKX reserves the right to unilaterally modify these Terms if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on the Website. Please regularly check the latest information posted therein to inform yourself of any changes. Your continued use of, access to or participation in the Program and/or the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, please stop using such access, participation and/or use immediately.
16.2 You shall carefully read these Terms, and any document referred to in these Terms that constitute the contents of these Terms.
16.3 OKX has the sole and final discretion of interpretation of these Terms.