OKX Financial Structured Products Subscription Terms (SG)
1. Overview
1.1 The relevant services of our Structured Products Subscription Service (“Structured Products Subscription Service”, “Service” or “Services”) is a service for you to subscribe to structured financial products (each, a "Product") offered by OKX Financial Pte. Ltd. (“OKX”, “Company”, “we”, “our” or “us” or “Platform”) or its affiliates, the full content of which is incorporated by reference herein.
1.2 These Structured Products Subscription Service Terms (these “Terms”) govern your use of this Structured Products Subscription Service and any related services entered into by and between you (the “User” or “you”) and OKX, and are legally binding upon you and OKX. By accessing the Services and other relevant services provided by OKX, you agree that you have carefully read and fully understand the terms and conditions under these Terms (including any amendments made by OKX at any time), especially the terms which exclude or limit liabilities of the Platform under these Terms, and the terms that exclude or limit rights of the Users. 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 use the Services provided by the Platform under these Terms and shall immediately stop using and accessing the Platform. Unless otherwise provided in these Terms, the terms used in these Terms shall have the meaning provided in the OKX Terms of Service.
1.3 The contents of these Terms also include OKX's various system specifications, other agreements or rules in connection with or related to these Terms, and other relevant agreements and rules regarding the Services that OKX may publish on its Site from time to time. Once the aforementioned contents are officially released or published, they are an integral part of these Terms, and you shall be legally bound by those terms and conditions thereof. By using this Service, you confirm you have read, understood, and accepted these terms, the OKX Financial Terms of Service, the OKX Financial Risk Disclosure, Risk & Compliance Disclosure, the OKX Financial White Glove OTC User Agreement, any relevant terms and conditions, Product-specific terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by OKX on the Site from time to time in connection with this Service (“User Agreements”), and that you agree to be legally bound by any and all terms and conditions thereof. Unless you have read and accepted all the terms and conditions of these Terms and applicable User Agreements, you are not authorized to and shall not use this Service or any of its corresponding services.
1.4 The Terms and any applicable User Agreements constitute the entire agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and OKX, depending on your location, nationality, services used, and your level of KYC completed.
2. Eligibility to Use the Service
2.1 You understand and acknowledge that:
(1) You have agreed to abide by the OKX Financial Terms of Service, and you are eligible and are not prohibited from using the Services defined therein;
(2) If you are registering for the Service in your personal capacity, in order to effectively accept these Terms, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to accept and execute these Terms. Once signed, it is binding on you;
(3) If you are registering to use the Service on behalf of a legal entity, in order to effectively accept these Terms, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws and regulations; and (ii) you are duly authorized by the legal entity and have the right to act on its behalf
(4) You have the requisite and necessary experience and risk tolerance for using the Service, and have the experience and knowledge to invest in non-guaranteed Digital Asset products;
(5) You shall carefully consider and use clear judgment to evaluate your financial condition and the aforementioned risks before making any decisions regarding your use of this Service, and bear all the losses arising therefrom;
(6) In order to use the Service, you have the required ability to perform operations on the Internet;
(7) These Terms do not conflict with the laws of your country or region, and you agree to comply with the laws of your country or region;
(8) You are the legal owner of the Digital Assets in your OKX Account and guarantee that the sources of these Digital Assets are legal;
(9) Access to the Services and each Product may be subject to OKX's internal approval or restrictions and may be denied or revoked at any time without prior notice at our sole discretion. Different user account types and jurisdiction of the OKX entity applicable to them may affect access to the Services and each Product.
2.2 You agree and undertake that:
(1) You shall not use the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent activities or any business activities prohibited by law.
(2) You shall not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, data breach, terrorist financing, and any other violent activities or business activities prohibited by law.
3. Definition
The following terms used in these Terms shall have the following meaning(s):
"Calculation Agent" means OKX or such other entity as OKX may designate from time to time, responsible for making determinations and calculations in respect of each Order and each Product, including (without limitation) in respect of valuation, barrier monitoring, knock-in/knock-out events, settlement amounts, and any adjustments required following a Disruption Event.
"Disruption Event" means any of the following: (a) a Market Disruption Event; (b) a Settlement Disruption Event; (c) an Extraordinary Event; or (d) a Force Majeure Event, in each case as further described in Clause 9 below.
"Early Termination Date" means the date designated as such pursuant to Clause 9 following the occurrence of a Termination Event or an Event of Default.
"Event of Default" means any event specified as such in Clause 8 below.
"Extraordinary Event" means any event beyond the reasonable control of either party that materially affects the reference asset, the relevant exchange or trading platform, or the ability of either party to perform its obligations, including (without limitation) a fork, airdrop, delisting, regulatory action, or analogous event in respect of a Digital Asset.
"Force Majeure Event" means any act of God, fire, flood, storm, war, hostilities, civil commotion, pandemic, governmental action, or any other event beyond the reasonable control of a party preventing performance of obligations hereunder.
"Market Disruption Event" means any of: (a) trading suspension or material limitation on trading in a Digital Asset on the primary reference exchange; (b) material deviation between prices quoted on different exchanges; (c) unavailability of a reference price or index used for settlement; or (d) any analogous circumstance determined by the Calculation Agent, acting in good faith and in a commercially reasonable manner.
"Reference Price" means, in respect of a Product and any dates (including observation dates and expiry dates) where it is necessary to determine the price of a relevant Digital Asset underlying the Product, the price of the relevant Digital Asset determined by the Calculation Agent in accordance with the relevant Product Terms.
"Settlement Disruption Event" means any event preventing or materially delaying the delivery or transfer of a Digital Asset or the payment of a cash settlement amount in accordance with the terms of an Order.
"Termination Event" means any event specified as such in Clause 8 below.
"Close-Out Amount" means the amount calculated by OKX as the Calculation Agent representing the payments to be made in connection with the termination of an Order, determined in accordance with Clause 9.
2. Unless otherwise specified in the Product Terms or an Order,
All references to days shall mean calendar days unless stated to be "Business Days", being any day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for business in the jurisdiction of the applicable OKX entity);
Settlement of an Order shall occur on the date specified in the order confirmation (the "Settlement Date"). If a Settlement Disruption Event occurs on or prior to the Settlement Date, OKX shall notify the User and the Settlement Date shall be postponed to the first date on which the disruption ceases, subject to a maximum postponement of five (5) Business Days, after which OKX (as Calculation Agent) may designate an alternative settlement method or, if no alternative is reasonably available, terminate the Order in accordance with Clause 9, with any Close-Out Amount calculated and payable thereafter.
All payments shall be made in the currency or Digital Asset specified in the relevant Order.
4. Service
The User shall be entitled to request to subscribe to one or more Products offered by OKX or its affiliates, through the OKX Platform or through other means made available by OKX to Users from time to time, pursuant to one or more subscription orders executed by the User from time to time (each, an “Order”).
4.1 Other Terms
1. Without prejudice to the generality of Clause 1, the terms and conditions available on the OKX Platform for each Product shall apply to each Product that a User subscribes for under the Services and shall be regarded as a User Agreement for purposes of these Terms. For reference purposes:
View the terms for Dual Currency Investment Product here.
View the terms for Fixed Coupon Product here.
To the extent that the terms relating to a Product are inconsistent with other User Agreements (including this Terms), the terms relating to such Product shall prevail to the extent relating to the Product. Not all Products may be available for you.
2. Relationship to Product Terms; Order of Precedence. Each Order shall be governed by: (i) t,he relevant Product Terms applicable to the Product subscribed; (ii) these Terms; and (iii) the OKX Terms of Service and other User Agreements, in that order of precedence in the event of conflict. For the avoidance of doubt, these Terms are intended to function as a master agreement governing all Orders entered into between the User and OKX, with each Order (together with the applicable Product Terms) constituting a separate transaction supplement or confirmation thereunder. Each Order shall form a separate and independent transaction and shall not be subject to cross-product netting unless authorised by OKX.
4.2 OKX as Calculation Agent
Calculation Agent: OKX shall act as Calculation Agent for each Order unless otherwise specified in the applicable Product Terms. All determinations, calculations and adjustments made by the Calculation Agent shall, in the absence of manifest error, be final and binding on the parties. The Calculation Agent shall act in good faith and in a commercially reasonable manner in making all such determinations. Where the Calculation Agent is required to exercise discretion, it shall do so having regard to prevailing market conditions and, where applicable, industry standard methodologies.
Reference Price Determination and Fallback:
Primary Source. For each Product, the Reference Price shall be determined by the Calculation Agent by reference to the rates published on the OKX exchange platform from time to time, unless otherwise specified in the applicable Product Terms (the "Primary Source"), at the observation time(s) and on the observation date(s) specified therein (each, an "Observation Point").
Fallback Waterfall. If, at any Observation Point, the Primary Source is unavailable, has been suspended, is manifestly erroneous, or is otherwise affected by a Market Disruption Event, the Calculation Agent shall determine the Reference Price by proceeding through the following steps in order, stopping at the first step that yields a determinable price:
Step 1: Exchange Price. The Calculation Agent shall use the most recent price indexes of the relevant Digital Asset published by one or more alternative exchanges or trading venues as specified in the Product Terms, or if none are specified, such alternative exchanges as the Calculation Agent determines, in good faith and in a commercially reasonable manner, to be representative of the relevant market (the "Alternative Source"). If multiple Alternative Sources are determined by the Calculation Agent to be applicable, the Calculation Agent shall use the arithmetic mean of the prices so obtained, excluding any price that deviates by more than ten percent (10%) from the median of all available prices, as a filter against anomalous data.
Step 2: Calculation Agent Determination. If no Alternative Source yields a determinable price (whether due to unavailability, suspension of trading, or because all available prices are filtered out pursuant to Step 1), the Calculation Agent shall determine the Reference Price in good faith and in a commercially reasonable manner, having regard to:
the last available Reference Price prior to the relevant Observation Point;
prices for analogous instruments or derivative contracts referencing the same Digital Asset, to the extent available; and
any other market data or information the Calculation Agent reasonably considers relevant to the fair value of the Digital Asset at the relevant time.
The Calculation Agent shall document the basis for any determination made pursuant to this Step 2 and shall make such documentation available to the User upon written request
Step 3: Postponement. If the Calculation Agent is unable to determine a Reference Price pursuant to Steps 1 or 2 at the relevant Observation Point, the Observation Point shall be postponed to the next succeeding Business Day on which a Reference Price can be determined. Such postponement shall continue for a maximum of five (5) Business Days (the "Maximum Postponement Period"). If a Reference Price cannot be determined within the Maximum Postponement Period, the relevant Observation Point shall be treated as a Market Disruption Event and the provisions of Clause 8.2(d) (Market Disruption Event as a Termination Event) shall apply.
Barrier Events During Disruption. For Products that incorporate knock-in or knock-out barrier features:
If a Market Disruption Event or Reference Price fallback determination is in effect at the time a barrier observation would otherwise occur, the barrier observation shall be postponed in accordance with the postponement provisions above.
A barrier event shall not be deemed to have occurred solely by reason of a price determined pursuant to Step 2 (Calculation Agent Determination) of the fallback waterfall, unless the Calculation Agent, acting in good faith, is satisfied that such price is representative of the fair market value of the Digital Asset at the relevant time. Where the Calculation Agent is not so satisfied, the barrier observation shall be treated as postponed.
Where a barrier event is determined to have occurred based on a fallback-determined Reference Price, OKX shall notify the User promptly, providing the basis for the Reference Price determination.
No Liability for Fallback Determinations. Subject to the standard of good faith and commercial reasonableness, OKX shall not be liable to the User for any loss or damage arising from a Reference Price determination made pursuant to the fallback waterfall in this Clause, including any loss arising from a barrier event triggered or not triggered by reason of a fallback-determined Reference Price. Nothing in this Clause limits the general dispute resolution provisions of Clause 13.
Notification. OKX shall use commercially reasonable efforts to notify the User promptly upon becoming aware that a fallback determination is required at any Observation Point. Failure to provide such notification shall not affect the validity of the fallback determination.
4.3 For Subscriptions initiated other than through the OKX Platform - Process of subscription
Submission of Orders. Eligible Users may from time to time, request to initiate a new Order for a Product by submitting a request to OKX via agreed communication channels. This may not be available for all Users.
Issuance of Interim Term Sheet. Upon receipt of a request, OKX will discuss and assess the User’s needs and may provide the User with an interim term sheet relating to the relevant Order for the Product. The interim term sheet contains a snapshot of the estimated terms and rates applicable for the time of its preparation and shall not be binding or conclusive in nature. The User acknowledges and accepts the risk that due to the inherent volatility in market conditions and depending on the Product selected, the rates reflected in the interim term sheet may become invalid, obsolete or cease to reflect current market reality within seconds of circulation.
Offer to Subscribe. If the User wishes to make an offer to subscribe on the basis of the terms set out in the interim term sheet, the User must provide written confirmation by stating “I confirm” (or words to that effect) to OKX. Upon the User’s provision of written confirmation, it shall constitute an irrevocable offer by the User to subscribe for the product on the terms stated in the interim term sheet. Notwithstanding the foregoing, OKX may, at its sole and absolute discretion, decline to proceed with or otherwise reject any offer for any reason (including due to changes in market conditions following the provision of the interim term sheet).
Acceptance of Offer. Should OKX accept the offer of the User to subscribe on the terms set out in the interim term sheet, OKX shall indicate acceptance by transmitting an order confirmation to the User with materially the same terms as set out in the interim term sheet. For the avoidance of doubt, no Order is deemed accepted or legally binding until the order confirmation relating to such Order has been sent by OKX. The User acknowledges that there may be delays between the User’s offer and OKX’s acceptance and OKX shall not be liable for any loss due to delays.
Payment and Settlement Authorization. Concurrently with the issuance of the order confirmation, the User hereby irrevocably authorizes OKX to do all things as may be necessary to process the Order.
In-app display. For supported OKX platforms, Users may be able to review the ongoing status of the completed Order via the OKX platform. Any such information provided are for reference purposes only and may not be accurate or up-to-date.
4.4 User’s Representations, Instructions and Execution Constraints
You represent and warrant that on the date of each Order and as long as any Order remains outstanding:
Independent Review and suitability. You have independently reviewed the terms and conditions and descriptions of the Product and possess the necessary experience, knowledge, and expertise to understand the complex nature of the Product, including its payout structures.
Non-Reliance. You are acting for your own account, you have made your own independent decision to enter into the Order and as to whether the Order is appropriate or proper for you based upon your own judgment and upon advice from such advisers as you have deemed necessary; you are not relying on any communication (written or oral) from OKX as investment advice or as a recommendation to enter into the Order, regardless of your method or channel taken in subscribing for any Product; and no communication (written or oral) received from OKX shall be deemed to be an assurance or guarantee as to the expected results of the Order.
Assessment and Understanding. You are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and you understand and accept, the terms, conditions and risks of the Order. You are also capable of assuming, and assume, the risks of the Order.
No Agency. You are entering into the Order as principal and not as agent or in any other capacity, fiduciary or otherwise.
Eligible Counterparty / Professional Investor Status. You confirm that you meet and continue to meet any applicable suitability or appropriateness criteria required under applicable law or otherwise as communicated to you by OKX from time to time.
No Conflicts. The entry into and performance of the Order do not violate or conflict with any law applicable to you, any provision of your constitutional or organisational documents, any order or judgment of any court or other agency of government applicable to you or any of your assets, or any contractual restriction binding on or affecting you or any of your assets.
Absence of Litigation. There is no pending or, to your knowledge, threatened action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against you of these Terms or any Order or your ability to perform your obligations hereunder.
You acknowledge that OKX is not obliged to act upon any instruction and reserves the right to refuse any instruction at its sole discretion, or to refrain from acting on instructions pending authentication and/or clarification of the same. OKX shall be entitled to treat all communications, instructions, and confirmations received via the usual communication channels as being fully authorised by the User, absent actual notice to the contrary. You acknowledge and agree that OKX may, in its sole discretion, elect to record any such communications, and any such recording may be used as evidence in the event of any dispute. You consent to such recording. Where any instructions are communicated via oral means and a written confirmation is subsequently issued, the written confirmation shall govern unless you notify OKX of any discrepancy within one (1) business day of receipt of such confirmation.
OKX will endeavor to execute or respond to all instructions within a reasonable time. However, due to changing market conditions, OKX may not always be able to execute at the prices or rates initially quoted to you. You accept that a delay and/or failure in processing your instruction may occur, and you further agree to accept and be bound by the outcome of any transaction entered into by you, regardless of any price variance or delay resulting from the application of this clause. You acknowledge that OKX may have the right to terminate any specific Order (regardless if the Order has been confirmed or placed) in circumstances more particularly set out in OKX’s terms and conditions for the relevant Product.
4. Independent Service Provider. It is agreed that OKX is an independent contractor in the performance of all services under this Agreement and that nothing contained in this Agreement shall in any way be construed to give rise to an employment, partnership, joint venture, or agency relationship between OKX and the User.
5. Non-Exclusive, No Guarantee. The relationship between OKX and the User is discretionary, and OKX provides the Services on a non-exclusive basis. OKX shall be entitled to engage in any activity not inconsistent with or otherwise prohibited by this Agreement.
6. Completeness of Terms. In relation to each Order, this Agreement, each relevant User Agreement, and the Order sets forth the entire understanding of the parties relating to the subject matter thereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to such subject matter. No representation, promise or inducement has been made by OKX or the User that is not embodied in the User Agreements and the Order and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth herein.
5. Risk Disclosure and Limitation of Liabilities
LIMITATION OF LIABILITY: WITHOUT PREJUDICE TO ANY OTHER LIMITATIONS OF LIABILITY SET OUT IN THE USER AGREEMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OKX BE LIABLE TO THE USER FOR ANY LOST PROFITS, DELAY, OR LOST BUSINESS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER THE USER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU EXPRESSLY AGREE THAT YOUR USE OR NON-USE OF THIS SERVICE AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THESE TERMS, THE SERVICES, ALL PRODUCTS AND SERVICES PROVIDED TO YOU THROUGH THIS SERVICE AND RELATED SERVICES PROVIDED TO YOU ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OKX AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, RELIABILITY OF THIS SERVICE. OKX DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF THE TECHNOLOGY AND INFORMATION IN CONNECTION WITH THIS SERVICES OR OTHER SERVICES PROVIDED BY OKX.
Structured financial products involve a high degree of risk. Investment in Products involve market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance risks. The Digital Assets forming the structured financial products are not the legal tender of any government, and their value is not guaranteed by a specific government. The value of Digital Assets may fluctuate greatly. Users shall be fully aware of the above risks and should exercise caution when conducting any transactions regarding Digital Assets. Users who subscribe to Products must have sufficient financial capability, maturity, experience and willingness to bear all investment risks and potential investment losses. Products are not suitable for all investors. Products referencing Digital Assets are subject to risks that do not typically arise in traditional financial markets, including: (i) protocol fork or change in consensus mechanism; (ii) smart contract vulnerabilities; (iii) exchange or custodian failure; (iv) loss of private keys; (v) regulatory change or prohibition; and (vi) oracle manipulation or failure.
In addition to the risks above, users should be aware of the following additional risks more specific to Structured Financial Products:
Absence of Centralised Market. There is no centralised marketplace, order book, or independent price discovery mechanism for our Structured Products. As a result, the price, terms, and conditions of any transaction are determined by the Company and may differ from prices available on third-party platforms or exchanges.
Counterparty Risk. The User is exposed directly to the credit and performance risk of the Company as the sole counterparty. There is no central clearing counterparty or clearing house standing between the parties to guarantee performance of obligations. In the event the Company is unable to perform its obligations, the User may suffer a partial or total loss.
Valuation Risk. Structured Financial Products may be difficult to independently value. Valuations provided by the Company are determined by the Company using internal models and assumptions, which may differ materially from valuations obtained from third parties. Users should be aware that they may not be able to independently verify the fairness of the pricing or terms offered.
Liquidity and Early Termination Risk. Structured Financial Products are typically not transferable and there is no secondary market for such products. Users may not be able to exit or unwind a position prior to maturity except at the sole discretion of the Company and potentially at a significant loss. Early termination, if permitted, may be subject to fees, adjustments, or mark-to-market losses determined by the Company.
Documentation and Operational Risk. Subscriptions to structured financial products rely on bilateral agreement and documentation between the parties. Discrepancies in trade confirmations, miscommunication of terms, or operational errors may result in disputes. Users are advised to carefully review all trade confirmations and to raise any discrepancies promptly, especially if the User is subscribing for a Product via a channel other than through the OKX Platform.
Regulatory Risk. Structured Financial Products may be subject to varying and evolving regulatory treatment across jurisdictions. In addition, the regulatory protections available to Users in respect of off-Platform transactions may differ from, and in certain respects may be less extensive than those applicable to exchange-traded or platform-executed transactions.
Barrier Monitoring Risk. For Products incorporating knock-in or knock-out barriers, barrier events are determined by reference to the Reference Price at specified observation times or on a continuous basis, as specified in the Product Terms. Users should be aware that intra-day price spikes or periods of low liquidity may trigger barrier events at prices that do not reflect the sustained market value of the relevant Digital Asset.
Calculation Agent Conflict of Interest. OKX or its affiliates acts as both counterparty and Calculation Agent to each Order. This creates an inherent conflict of interest in that OKX may be required to make determinations (including in respect of valuation, knock-in/out events, and close-out amounts) that directly affect OKX's own economic position. While OKX will endeavour to act in good faith and in a commercially reasonable manner, Users should be aware of this conflict.
Model Risk. The pricing and valuation of Products relies on quantitative models and assumptions maintained by OKX or its affiliates internally. These models may differ from those used by third-party valuers or market participants. Pricing, yield, and yield estimates provided by OKX are not guaranteed to reflect the price or rates at which a User could have obtained a similar Product from third parties.
Users shall be fully aware of the above risks and should exercise caution when entering into any transaction in respect of a Structured Financial Product. Users must have sufficient financial capability, maturity, experience, and willingness to bear all investment risks and potential investment losses. Structured Financial Products are not suitable for all investors.
6. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account or even close your account if you perform the following actions:
Market manipulation or any other malicious market behavior;
Harming or attempting to harm other Users or OKX by using loopholes or vulnerabilities of the Service or other unreasonable or illicit means;
Participation in any activities that OKX regards as potentially harmful to the market; and/or
Violation of laws and regulations.
In order to minimize any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including but not limited to closing your account, and/or restricting or canceling your commands. You understand and agree that 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 by you in connection with the aforementioned measures.
7. Indemnification
7.1 You shall take each and every possible step to protect OKX and its affiliates from any damages or Losses arising from your use of the Service or other actions related to your OKX account; otherwise you shall be liable to OKX for any and all Losses.
7.2 You hereby agree to release OKX and its affiliates from liability for any and all Losses, and you hereby agree to defend, indemnify and hold OKX and its affiliates harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against OKX arising from or arising out of your breach of these Terms, your improper use of this Service, your violation of any laws or regulations of applicable jurisdiction(s) or the rights of a third party and/or the actions or inactions of any third party to whom you may grant permission to use your OKX account or access our website, software, and/or system for OKX (including any network and servers used to provide any of this Service) operated by us or on our behalf, or any of these Services on your behalf.
8. Events of Default and Termination Events
8.1 Events of Default. Each of the following shall constitute an "Event of Default" with respect to the User (the "Defaulting Party"):
(a) Failure to Pay or Deliver. Failure by the Defaulting Party to make, when due, any payment or delivery required under any Order, if such failure is not remedied on or before the third (3rd) Business Day after notice of such failure is given to the Defaulting Party;
(b) Breach of Agreement. Failure by the Defaulting Party to comply with or perform any obligation under these Terms or any Order (other than a payment or delivery obligation), if such failure is not remedied within five (5) Business Days after notice of such failure is given to the Defaulting Party;
(c) Misrepresentation. A representation made by the Defaulting Party under these Terms proves to have been incorrect or misleading in any material respect when made or repeated;
(d) Insolvency. The Defaulting Party: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) has a proceeding instituted against it seeking judgment of insolvency or bankruptcy; or (v) has a resolution passed for its winding-up or liquidation;
(e) Illegality – User. It becomes unlawful under applicable law for the User to perform any obligation under these Terms or any Order.
8.2 Termination Events. Each of the following shall constitute a "Termination Event":
(a) Illegality – OKX. It becomes unlawful under applicable law for OKX to perform any obligation under these Terms or any Order, or to maintain any Order outstanding;
(b) Force Majeure Event. A Force Majeure Event prevents performance for a period in excess of five (5) Business Days;
(c) Extraordinary Event. An Extraordinary Event occurs in respect of a Digital Asset referenced by any outstanding Order and OKX (as Calculation Agent), acting in good faith and in a commercially reasonable manner, determines that the relevant adjustment provisions under the Product Terms are not sufficient to preserve the economic terms of the Order;
(d) Market Disruption Event. A Market Disruption Event persists for a period in excess of five (5) Business Days;
(e) Regulatory Event. Any governmental or regulatory action is taken that materially affects the legality or regulatory status of any Product or any Order.
8.3 Effect of an Event of Default. If an Event of Default occurs, the non-defaulting party may, by written notice to the Defaulting Party, designate an Early Termination Date in respect of all outstanding Orders. Upon designation of an Early Termination Date, all outstanding Orders shall be terminated and a Close-Out Amount shall be calculated and payable in accordance with Clause 9.
8.4 Effect of a Termination Event. If a Termination Event occurs, OKX may, by written notice to the User, designate an Early Termination Date. Upon such designation, all affected Orders shall be terminated and a Close-Out Amount shall be calculated in accordance with Clause 9.
9. Early Termination and Close-Out
9.1 Close-Out Amount. Upon the occurrence of an Early Termination Date, OKX shall, acting as Calculation Agent and in good faith and in a commercially reasonable manner, calculate a Close-Out Amount in respect of each terminated Order based on the mark-to-market value (after accounting for unwinding costs) of the relevant Product at the time of early termination, which may be materially less than any initial investment made by the User. The Close-Out Amount shall be calculated in such other currency as OKX may reasonably determine and which may be specified in specific Product terms.
9.2 Mitigation. Each party shall use reasonable efforts to mitigate any loss or cost arising from the occurrence of an Event of Default or Termination Event, to the extent practicable and not inconsistent with applicable law.
10. No Business, Legal, Financial or Tax Advice
The User acknowledges and agrees that no information provided by OKX, notwithstanding whether included in these Terms or any other document or statement, shall be deemed as business, legal, financial or tax advice. The User may and should consult their own business, legal, financial or tax advisers regarding especially, inter alia, the User’s particular opportunities, risks, obligations or further costs arising from the reception of and in connection with Digital Assets under this Service. OKX is not your broker, dealer, agent or consultant. The User acknowledges and agrees that for any transactions or other decisions or activities through which you use any OKX Services, OKX does not have a fiduciary relationship with or fiduciary duty towards you. No communication or information provided by OKX to you, notwithstanding whether included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, trading, or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be solely responsible for any and all Losses or liabilities. You should consult your own business, legal, financial or tax advisors regarding especially, inter alia, your particular opportunities, risks, obligations or further costs arising from using this Service. OKX does not make any recommendations to you regarding whether to buy, acquire, sell, transfer or hold any Digital Assets. Before making a decision to buy, sell, transfer or hold any Digital Assets, you shall conduct due diligence and consult your financial advisor. OKX shall not be responsible for your decision to buy, sell, transfer or hold digital assets based on the information provided by OKX.
11. Third Party Website Disclaimer
Any links of third party websites in OKX Services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. OKX shall not be liable for any losses caused by your use of such third party products and services. In addition, OKX has no control over the terms or privacy policies / notices of third party websites. Once you use this Service, it means that you know, understand and agree to all the terms of service, privacy policies / notices and relevant transaction and operational rules (as amended from time to time) of the third party websites. OKX and each third party website are independent legal entities, and these Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each third party websites shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.
12. Governing Law
These Terms, your use of the Services, 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 Singapore without regard to the principles of conflicts of laws thereof.
13. Jurisdiction and Dispute Resolution
For time sensitive matters, either party may seek injunctive relief from the courts exercising jurisdiction in Singapore, and any court that may hear appeals from any of those courts. In the event of any other 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 (the “Dispute”), the parties shall:
(a) First refer the Dispute to proceedings at the Singapore International Mediation Centre (the “SIMC”) in accordance with the Singapore International Mediation Centre Mediation Rules in force for the time.
(b) 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, or within such extended period as may be agreed by the parties, such Dispute shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of SIAC in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of Singapore.
(c) You agree that the seat of arbitration shall be Singapore. The number of arbitrators shall be three (3). We shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the SIAC. 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 we 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.
14. Miscellaneous
14.1 The contents of these Terms also include OKX's various system specifications, other agreements or rules in connection with these Terms, and other relevant agreements and rules regarding the Service that OKX may issue from time to time. Once the aforementioned content is officially released, it shall become an integral part of these Terms, and you shall also abide by it. In the event of any conflict between the aforementioned content and these Terms, these Terms shall prevail.
14.2 OKX reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on OKX's website. Please regularly 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, please stop using the Services.
14.3 You shall carefully read these Terms, and any document referred to in Clauses 14.1 and 14.2 of these Terms that constitute the contents of these Terms. If there is anything that you do not understand in these Terms and/or any document referred to herein, you should contact OKX and seek clarification. Unless otherwise instructed by OKX, any formal communication and document transfer between you and OKX must be undertaken through our Support Center. You may also be able to contact OKX telephonically as a form of informal communication. Any formal communication between you and OKX should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and these Terms, these Terms shall prevail.
14.4 If any provisions of these Terms 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 provisions of these Terms 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 these Terms, or the validity, legality or enforceability of such provision in any other jurisdiction.
14.5 No failure or delay by OKX in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law or regulation 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.
14.6 You shall not transfer, novate or assign these Terms, 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 these Terms by serving written notice on you, which takes effect upon the delivery of such notice.
14.7 The headings of all these Terms are for convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.
14.8 If there is a discrepancy between the English version of these Terms and any foreign-language translation of these Terms, the English version of these Terms shall prevail.
14.9 OKX has the sole and final discretion of interpretation of these Terms.