U.S. Terms of Service
Last Updated: September 4, 2024
SECTION 17 OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THIS MEANS THAT, WITH LIMITED EXCEPTIONS, YOU WILL BE REQUIRED TO WAIVE YOUR RIGHT TO A JURY TRIAL AND SUBMIT CLAIMS YOU HAVE AGAINST OKX TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ SECTION 17 CAREFULLY.
Thank you for using OKX!
These Terms of Service (“Terms”) constitute a binding legal agreement between OKCoin USA Inc. (“OKX,” “we,” “us,” or “our”) and you, if you are a resident of one of our approved operating locations within the United States and its territories, and govern your right to access and use the websites, applications, digital asset trading platform, technologies, and other products and offerings of OKX (collectively, “Services”). More details about OKX and its approved operating locations can be found on our Licenses Page.
By accessing our Services, you have the ability to engage in digital asset trading and agree that you have read and accepted these Terms, as well as any other policies or guidelines expressly incorporated herein, including our Privacy Notice. You further agree that these Terms apply to any account with OKX that you open or for which you are a representative or authorized signatory (your “Account(s)”). These Terms do not alter the terms of any other mutual agreement that you may have with OKX for products, services or otherwise.
If you do not agree to be bound by these Terms, then you may not access or use OKX’s Services. We encourage you to thoroughly review these Terms to ensure that you understand them. Any questions regarding these Terms or OKX’s Services may be directed to [email protected].
Modification of these Terms: We may in our sole discretion amend, modify, or update these Terms, including any OKX policies or guidelines incorporated herein (the “Updated Terms”). The Updated Terms will become effective upon actual, constructive, or inquiry notice (the “Notice Date”) through posting of the Updated Terms and changing the “Last updated” date at the top of the Terms, through a pop-up or e-mail communication, or by any other means we deem sufficient to provide such notice. You agree that we will not be liable to you or any third party for any losses resulting from any modification or amendment of these Terms, including but not limited to any expenses or taxes incurred by you or any third party should you elect to terminate your use of the Services and close your account rather than agree to the Updated Terms. Your continued use of the OKX Services after such Notice Date constitutes your express acceptance of the Updated Terms as of the Notice Date.
If you do not agree to be bound by the Updated Terms, your sole and exclusive remedy will be to terminate your use of the Services and close your account. You acknowledge that you may close your account without making any trades or transactions using the Services, and that any such actions are not necessary to close your account. Should you wish to close your account without agreeing to any Updated Terms, you may email us at [email protected] to initiate that process.
Acknowledgement of Risk: Trading of digital assets involves significant risk. The value of digital assets, like any asset, can increase or decrease and there can be a substantial risk that you may lose money buying, selling, holding, or investing in such digital assets. You are advised to consult with your financial, legal, and/or tax advisor regarding your specific circumstances, risk tolerance, and financial condition, and carefully consider whether trading digital assets is suitable for you.
OKX is not registered with the United States Securities and Exchange Commission and does not offer securities services in the United States or to United States persons. You acknowledge that digital assets are not subject to any kind of deposit insurance or securities investors protection regimes.
1. GENERAL SERVICES TERMS
1.1 Trading Services: We provide online digital asset trading account services and a platform for spot trading digital assets (also known as “convertible virtual currency” in the U.S., or occasionally by others as “cryptocurrency,” “cryptographic tokens,” “digital tokens,” or “cryptographic currency”) and may facilitate margin lending subject to it being available and permitted in the relevant jurisdiction. Except as otherwise provided in Section 1.8 or in other product-specific terms of services published by OKX, when you purchase or sell digital assets using the Services, you are not buying or selling such digital assets from or to OKX. OKX’s primary role is to act as an exchange that facilitates the trading of digital assets by matching orders between users. Your account must be funded prior to the commencement of trading and any deposits of digital assets or fiat currencies from an outside account must be from an account which you hold authorized control.
1.2 Information Accuracy: While we make reasonable efforts to ensure the information provided through our Services is accurate and give you prior notice of any material change to such information, the information and content provided through the Services are subject to change without prior notice and are provided for the sole purpose of assisting you with making independent decisions. We do not guarantee the accuracy, suitability, reliability, completeness, performance, and/or fitness for purpose of the content of any of the Services, and to the maximum extent permitted by law, will not be liable for any loss or damage that may arise directly or indirectly from the content provided through the Services, your inability to access the Services, or any delay in or failure of the transmission or receipt of any instructions or notifications provided through the Services. We will not be liable, to the maximum extent permitted by law, for any use or interpretation of such information.
1.3 Service Availability: By using the Services, you acknowledge and agree that the Services are provided by OKX according to its current technological and operational capacity. While we make reasonable efforts to ensure continuity and security of the Services, we are unable to anticipate and prevent all legal, technological, and other risks including but not limited to force majeure, virus, hacker attack, peak demand, volatility, heavy trading, systems upgrades or maintenance, system instability, flaws in third-party service, acts of government, third-party actions, or other issues that may result in service interruption, data loss, or other loss or risk. You agree to and acknowledge the possibility of a discontinuity in or disruption of the Services and that, subject to these Terms, we will not be liable to you or any third party if you are unable to access your Account(s) or use the Services.
1.4 Fees and Costs: Fees may be incurred for certain Services provided to you. You agree to pay the applicable fees in accordance with our fee schedule as published by OKX and as may be amended from time to time. We may change the fees for any Service from time to time, at our sole discretion. Please see Section 10 for more information.
In order to access the Services, you must prepare and bear the costs for:
An internet-connected device capable of securely accessing the Services, including but not limited to a computer or other internet-connected terminal;
Internet access, including but not limited to any equipment needed for such access; and
Any other equipment, software, or assistance needed to securely access the Services.
1.5 Account Security: We will never ask you to reveal any passwords or keyphrases, nor will we ask you to transmit any funds or digital assets (collectively, “Assets”) to bank accounts or addresses that are not listed on our trading platform. Do not trust any discount or promotions-related information that is not provided through the Services. To the maximum extent permitted by law, we will not be responsible for any losses caused by transmitting Assets to bank accounts or digital asset addresses that are not listed by OKX or provided through the OKX Services. Please see Section 4 for more information.
1.6 Service Changes: You agree that we may change or suspend any or all of the Services at any time. Please see Section 11 for more information.
1.7 User Information: We may, and in some instances are required by law to, investigate the background and purpose behind your use of the Services. You are required to provide comprehensive, up-to-date, and accurate information when requested by us. You are also required to keep your contact information updated at all times, and we will not be responsible or liable for your failure to do so. If we have reasonable grounds to suspect that any information you provide is inaccurate, we may temporarily or permanently restrict your access to some or all of the Services. In the event that we temporarily or permanently restrict your access to some or all of the Services, we will not be liable to you or any third party as a result of such restriction(s).
1.8 Our Role and Associated Order Allocation:
1.8.1 We may use the Services by trading our own corporate Assets from time to time, as a principal or on the behalf of a third party. Such activity may include, but is not limited to, buying or selling digital assets, placing orders to buy or sell digital assets, acting as a market maker for certain digital assets, and using the Services on a proprietary basis. Orders submitted and trades executed by us are not distinguished from other offers and trades on our platform (i.e., if we use the Services to enter trades on our own behalf, our trades will not be prioritized differently from the trades of other users). We may thus act as a counterparty to any trade executed by you or other users of the Services without your knowledge.
1.8.2. We may learn of certain information that constitutes “insider information” as defined under certain laws or regulations. We do not disclose any such “insider information” to anyone, nor do we use such “insider information” to trade in digital assets or attempt in any way to profit from any such information.
1.8.3 Our use of the Services may lead to potential or actual conflicts of interest with other counterparties, including users. Such trading activity, as described in Clause 1.8.1, may include us engaging in transactions with multiple counterparties, including users, where individual interests differ. We may at times hold positions or engage in transactions that are contrary to the interests of certain counterparties, including users. We have no fiduciary duty to you and do not undertake to act in any fiduciary capacity.
1.9 Limited Services Terms: Notwithstanding anything to the contrary contained herein, if you are directed to OKX’s Services through a third-party channel to complete certain transactions with credit cards, debit cards or local instant transfer methods, you agree and acknowledge that the services provided to you by us are limited to those transactions, and that irrespective of any use of the words “purchase,” “sale” or similar terms, no full rights or privileges are granted to you under this Agreement. We have no control over, or liability for, the delivery, quality, safety, validity, legality, or any other aspect of any good(s), service(s), or technology that you may purchase or obtain from a third party (hereinafter “Third-Party Services”). We are not responsible for ensuring that any third party with whom you transact completes the Third-Party Services or is authorized to do so. Be aware that Third-Party Services may have separate costs and fees associated with the good(s), service(s), or technology they provide, which are independent from our fees and are your responsibility. If you experience a problem in relation to the Third-Party Services or if you have a dispute with any such third party, you should resolve the dispute directly with that third party. You are fully responsible for all acts or omissions of any third party with respect to your Account(s). Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission by any third party with access to your Account(s).
2. ELIGIBILITY AND PROHIBITION OF USING OUR SERVICES
2.1 Eligibility: If you register to use OKX’s Services as a natural person, you represent and warrant that you are at least 18 years of age and have not previously been suspended or removed from using the Services. There are certain features that may or may not be available to you depending on your location and other criteria. If you register to use the Services on behalf of a legal entity (e.g., corporate or institutional customers), you represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and you further represent that you are duly authorized by such legal entity to act on its behalf, and that such legal entity agrees to be responsible to us if you violate these Terms.
You further represent and warrant that neither you nor any person or entity with direct or indirect ownership or control over your Account(s) are on any trade or economic sanctions lists, such as the Office of Foreign Assets Control (“OFAC”) specially designated national (“SDN”) lists, nor restricted or prohibited from engaging with us or using the Services by any law enforcement agencies or regulatory authorities. You also represent and warrant that neither you nor any person or entity with direct or indirect ownership or control over your Account(s) (including any subaccounts, as applicable) are a resident of any crypto-banned jurisdiction or reside in a jurisdiction where provision or use of the Services is unlawful. Services may not be available in all markets and jurisdictions, and we may restrict or prohibit use of all or a portion of the Services from certain regions/territories at our sole discretion or as required by applicable law or regulation.
Any person or entity prohibited by U.S.-imposed sanctions is also prohibited from using the Services. Accordingly, you further represent that you will only transact with eligible users, as defined above.
Within the U.S., OKX only provides its Services to users in specific states and territories. The content of these Terms is subject to the laws of the state or territory where you reside. As a result, if you do not meet certain eligibility requirements, you are prohibited from using the Services.
You agree to provide written certification of your compliance with this Section 2.1 as soon as reasonably practicable when requested by us.
2.2 Prohibited Businesses: Any use of our Services in connection with any of the following categories of activities or businesses (“Prohibited Businesses”) is prohibited:
Unlicensed money service businesses, including but not limited to, payment services providers, the sale of money orders or cashier’s checks or any money transmitter activities;
Adult content and services, including but not limited to, any types of pornography and other obscene materials (including literature, imagery and other media); and sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;
Deceptive marketing and false advertising services;
Religious and/or spiritual organizations;
Unlicensed weapon sales of any kind, including but not limited to, firearms, ammunition, knives, explosives, or related accessories;
Certain regulated products and services, including but not limited to, marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; and hazardous materials;
Companies manufacturing and or selling untested or unapproved pharmaceuticals;
Drugs and Drug Paraphernalia, including but not limited to, sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
Gambling activities, including but not limited to, sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (e.g., poker), or other activities that facilitate any of the foregoing;
Money-laundering, fraud, terrorist financing, or any other type of financial crime;
Any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
Goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
Layaway systems or annuities;
Counterfeit or unauthorized goods, including but not limited to, sale or resale of fake or “novelty” IDs, sale of goods or services that are illegally imported or exported or which are stolen;
Wash trading, front-running, insider trading, market manipulation or any other form of market-based fraud or deceit;
Purchasing goods of any type from hidden service markets or “Darknet” markets, or any other service or website that functions as a marketplace for illegal goods (even though such marketplace might also sell legal goods);
Any other matters, goods, or services that, from time to time, we deem to be unacceptable or high risk, and which, for example, may be restricted by our bank or payment partners;
Any other unlawful activities which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where we conduct business, or which would involve proceeds of any unlawful activities;
Shell banks or financial institutions that have customers that are shell banks;
Entities with bearer share ownership;
Defense industry, firearms and munitions manufacturers;
Nuclear energy;
Restricted financial services, including but not limited to credit repair, debt settlement, refinance, bail bonds, or collections agencies; or
Transactions or business involving protected species (e.g., ivory).
In the event we learn or reasonably suspect, in our sole and absolute discretion, that any of your Account(s) are or may be associated with any Prohibited Businesses, we will consider you in violation of these Terms and may suspend or terminate your Account(s), cancel any uncompleted transactions, freeze your Assets immediately without notice, or take any other action deemed necessary by a law enforcement agency, regulator, our internal compliance department, or any other authority. We may also, with or without notice, report any such suspected or actual Prohibited Businesses activity to a law enforcement agency, regulator, or any other authority.
3. RISK DISCLOSURE
3.1 Trading Risk: Trading of digital assets involves significant risk. The risk of loss in trading or holding digital assets can be substantial. You should therefore carefully consider whether trading in digital assets (or any use of margin if permitted/enabled) is suitable for your financial condition, risk tolerance, or investment objectives.
You should exercise prudence when trading your Assets. Prices may fluctuate resulting in increases or decreases in value at any moment. Any digital asset or trading position may be subject to large swings in value and may even become worthless. Digital assets are not subject to any kind of deposit insurance or securities investors protection regimes.
3.2 FX Conversion Risk: You agree and understand that any credit card payments you make using currency other than USD will undergo a standardized foreign exchange (“FX”) conversion process. This FX conversion process may in some circumstances be subject to systemic errors and unexpected failures. In the event of such errors and/or systemic failures, as determined by us in our sole discretion, you may receive a balance in USD or USDT which may be different from the local currency balance you started with at the outset of your payment transaction. This might result in a risk of loss and you agree that you shall bear all costs related to any FX conversion risk resulting from such system errors and/or failure.
3.3 Your Responsibilities: You shall bear any loss as a result of your actions, including but not limited to:
“Fat finger” input or instructions errors, including price, quantity, and/or timing (market vs. limit order specification) errors;
Mistiming or mis-submission of trade instructions;
Forgetting or disclosing your password;
Computer or network issues, including any hacks or virus issues related to your computer or network (or the network you are utilizing);
Transfer-in or withdrawal of Assets to or from the wrong account;
Executing instructions provided to you by a third party; or
Third parties accessing and using your Account(s) for any reason.
It is your sole responsibility to ensure all account information is verified before making any transfers so that digital assets or fiat currencies are transferred into the correct account. You understand that a transfer of Assets to an incorrect Account, bank account, or digital asset address is typically irreversible. If you transfer Assets to an incorrect account and such account is controlled by us, we will have the sole discretion to reject the transaction and return to you the relevant amount of Assets, less applicable fees.
We take fraud and scams very seriously and work diligently to prevent them. However, we cannot be held responsible for any losses incurred by you as a result of engaging with fraudulent or scam companies outside of our control and Services. It is your responsibility to conduct your own due diligence and exercise caution when dealing with third-party entities. We strongly recommend that you purchase and transfer cryptocurrency only to trusted and verified wallets. If you fall victim to a scam, we will cooperate with you and any relevant authorities to the best of our ability. However, we cannot guarantee the recovery of any lost Assets, and will not be liable for the value of any lost Assets or for any chargebacks resulting from such losses. By using our Services, you acknowledge and agree to assume all risks associated with your Account(s) and your cryptocurrency purchases and transfers.
3.4 Our Responsibilities for Credit Card Transactions: Our obligation to you as the cardholder is to provide a reliable and efficient platform for purchasing and depositing cryptocurrencies. Any digital asset you purchase using your credit card will be credited into your account and our obligation in this regard will be deemed complete when the digital asset amount purchased by you is delivered and reflected in your account. We will not be responsible for any subsequent losses that may occur. You are solely responsible for the management of these digital assets once credited.
4. YOUR OKX ACCOUNT
4.1 Account Registration and Identity Verification: In order to use any of the Services, you must first register to use the Services by providing all information requested by us, which may include your email and/or mobile phone number, full name, date of birth, residential address, government identification number, taxpayer identification number, video ID authentication, and other personal or company information necessary to verify your identity, along with affirming these Terms. You agree to provide such information at registration and on an ongoing basis for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation (as relevant) a copy of your government-issued photo ID, or evidence of residency such as a lease or utility bill. If you are a U.S. tax resident, you further certify under penalty of perjury that all relevant U.S. taxpayer information provided by you is accurate and authentic, and you agree to fill out and return an IRS Form W-9 if requested by us. If any such information changes, it is your obligation to provide us such updated information as soon as possible. From time to time, we may send you requests to confirm or update the information you have provided. We may suspend access to your Account(s) if we do not receive an adequate response from you. We may, in our sole discretion, refuse to allow you to register to use the Services or limit your ability to register multiple accounts. By registering an account with us, you agree and represent that you will use that account only for yourself, and not on behalf of any third party, unless approved by us. If you are a corporation, you shall register a corporate account with us. An individual shall not use their individual account for business purposes.
4.2 Protecting your Account: You agree not to enable anyone to use or direct your Account(s), unless authorized by us, and to update us as to any information change or if your account has been compromised. You are solely responsible for keeping, protecting, and safeguarding any keys, certificates, passwords, access codes, user IDs, or other credentials and login information (collectively “Credentials”) that have been provided to you or that are generated in connection with your use of the Services. You are responsible for creating strong Credentials and maintaining security and control of any and all Credentials that you use to access the Services. If you lose your Credentials, you may not be able to access your Account(s). For any activities in your Account(s) using your Credentials, you authorize us to presume that you authorized such transactions, unless you notify us otherwise. If you notice or suspect an unauthorized transaction occurred using your Account(s), or that a transaction was incorrectly carried out, you must contact us immediately with underlying documentation evidencing your request by email to [email protected]. It is your responsibility to check your account balances and transaction history regularly to ensure you are made aware of any suspicious account activity. We are not responsible for any liability, loss, or damage resulting from unauthorized or incorrect transactions due to your failure to abide by this Section 4.2. We further assume no responsibility for your failure to follow or act on any notices or alerts that we may send to you.
4.3 Password Recovery: If you lose your password(s) you may reset it after being verified through your registered email address and/or phone number. If you have 2-factor authentication (“2FA”) enabled via an authenticator app, you may also be asked to confirm your 2FA code. If you need to reset both your password and 2FA (e.g., lost 2FA app device or failed to migrate 2FA), you will need to contact [email protected] for additional support and may be subject to enhanced identity verification procedures. These enhanced identity verification procedures are necessary to ensure the security of our users’ accounts. You agree to be subject to any enhanced identity verification procedures we deem necessary. Refusal of such procedures may render you unable to access your Account(s).
4.4 Account Closure: You may close your Account(s) at any time. Closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of these Terms, provide transfer instructions of where to transfer any Assets remaining in your Account(s). You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Assets) associated with the closing of your Account(s). If the costs of closing your Account(s) exceed the value in your Account(s), you will be responsible for reimbursing us. Closing your Account(s) will not permanently delete your personal data, which we may be required to be retained to comply with all applicable laws and regulations.
4.5 Account Suspension and Investigation: You expressly agree and acknowledge that we may investigate your Account(s) and temporarily or permanently suspend, freeze, lock, or restrict access to your Account(s), the Assets therein, and/or the Services at any time if we suspect, in our sole and absolute discretion, any of the following:
The account is in violation of any of these Terms;
The account is in violation of any applicable laws or regulations;
The account is in violation of Anti-Money Laundering/Counter-Terrorism Financing laws;
The account is in violation of a regulatory authority requirement, court order, or other applicable law;
The account is subject to a government, regulatory authority, or court-ordered levy, judgment, or other asset turnover requirement (“Levy”);
The account is, or is related to, any account that is subject to pending litigation, investigation, or governmental proceeding;
The account has a balance that needs to be reconciled for any reason;
If we suspect that an unauthorized person is attempting to gain access to the account;
If we suspect that you are using your credentials or other account information in an unauthorized or inappropriate manner;
If we suspect that the account is related to any Prohibited Businesses as set forth in Section 2.2;
If we suspect that there are suspicious and/or fraudulent activities on the account;
Your use of the Services is malicious, manipulative, abusive, or intended to gain an unfair advantage; or
The account has not been accessed in more than one year.
You further agree that we are not responsible for any increase or decrease in the value of your Assets relative to any fiat currency or any other asset or currency during such suspension, freeze, lock, or restriction of your Account(s), the Assets therein, and/or the Services.
You additionally agree that we may take any action we deem necessary, in our sole and absolute discretion, including but not limited to closing your Account(s), placing restrictions on account transactions, restricting your access to your Account(s), commencing legal action against you, reversing transactions, and/or pursuing other measures of recourse. We may also require you to bear all costs incurred as a result of any such action taken by us under this Section 4.5, including legal fees and costs.
4.6 Account Termination: You agree and acknowledge that we have the right to terminate any Account(s) at any time at our sole and absolute discretion. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to these Terms and/or applicable laws and regulations, including but not limited to applicable escheatment laws and procedures. If your account is terminated, we will return your Assets, less the value of any trading fee discounts, rebates, costs, expenses, and/or damages that we are entitled to pursuant to these Terms. If your account is not subject to an investigation, court order, or subpoena, you authorize us to return your fiat balance (less any trading fee discounts, rebates, costs, expenses, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by applicable law. If there are any digital assets remaining in your account, you agree to provide us with a digital asset address held in your name upon receiving written notice, so that we can return the remaining digital assets to you.
4.7 Reversals and Cancellations: You agree and understand that you cannot cancel, reverse, or change any transaction that has been marked as complete in your Account(s). We may refuse to process, or to cancel or reverse, any transaction conducted under your Account(s) in our sole and absolute discretion, even after the related Assets have been debited from your Account(s), and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction, if:
We suspect the transaction involves (or has a high risk of involvement in) suspicious trading activity or violations of these Terms;
We have reason to believe there was an obvious error in any term, including but not limited to the price, amount or any other information about the trade;
There was disruption or malfunction in the operation of any trading system; or
There were extraordinary market conditions or other circumstances in which the nullification or modification of transactions became necessary.
4.8. Right of Offset and Recoveries: To the fullest extent permitted by applicable law, you expressly authorize us to freeze, debit, convert, withhold, and/or liquidate any current or future Assets in your Account(s) to the extent necessary to offset, recoup, and/or satisfy: (a) any chargeback, payment dispute, wire recall, ACH reversal, credit error or other similar occurrence; (b) any fee, charge, or cost related to your Account(s); or (c) any Levy that we reasonably determine is valid in our sole and absolute discretion. You acknowledge that you will be solely responsible for any and all tax consequences of any such action by us. In the event that the disposition or liquidation of digital assets is inadequate to satisfy the insufficiencies, you agree that you will immediately deliver, in U.S. Dollars, the full amount necessary to alleviate the insufficiency or you will be liable to us for the insufficiencies in addition to any attorneys’ fees, interest or expense associated with its recovery.
4.9. Credit Reporting and Third-Party Collection Agencies: You agree and acknowledge that, to the extent permitted under applicable law, we may use the services of external credit reporting agencies and third-party collection agencies in the recovery of any loss we incur from transactions and activities in your Account(s).
4.10 Electronic Delivery: We may be required to provide certain legal and regulatory disclosures, periodic statements, confirmations, notices, tax forms, and other communications (collectively “Communications”) to you in written form. By agreeing to these Terms, you consent to us delivering such Communications to you in electronic form. Consent for electronic delivery applies to the statements that are furnished every year. If you no longer have access to the account you previously used to receive the Communications in electronic form, you are required to update your information under Section 4.1 herein and you may contact Customer Service at [email protected] to do so.
5. TRANSFER-IN AND WITHDRAWAL
For the purpose of these Terms, transfers-in and withdrawals will include transfer and withdrawal of either fiat currency or digital assets into/from your Account(s).
5.1 Fiat Currency: We may provide you with various fiat currency transfer-in and withdrawal options including but not limited to wire, ACH (or equivalent payment services), or indirect transfers to/from a Payment Service Provider (“PSP”) and/or any bank account(s) held by a PSP. The amount you transfer-in to your Account(s) may be placed on hold until after the transfer-in clears. The name on the bank account linked to your transfer must match the name verified on your account. Not all options may be available at all times.
For eligible users, ACH transfer-in may be made available for immediate use in your account, and you will receive an email confirmation with transaction details upon the authorization of any ACH transactions. However, these funds and any digital assets bought with such funds may be subject to a withdrawal holdup period of up to ten (10) business days or longer, based on your risk profile, as determined in our sole and absolute discretion (“Withdrawal Hold Period”). Once your ACH Withdrawal Hold Period has been satisfied, you will be able to withdraw these funds and any digital assets purchased with them. In the case where an ACH transfer-in is recalled, or the associated funds are otherwise returned to your bank account and the pre-credited funds have already been utilized, we will debit your account with the same amount that was deposited. If this results in your account balance being negative, you must deliver funds or sell all or a certain portion of your digital assets to bring your account balance back to positive. If you fail to promptly do so after your account goes negative, we may, at our sole and absolute discretion and subject to applicable law, avail ourselves of remedies set forth in these Terms to recover any amount you owe to us, including but not limited to, debiting, converting, and/or liquidating Assets available in your Account(s) at a market rate of exchange until such negative balance is recovered.
You agree and acknowledge that the above-mentioned transfer-in and withdrawal options may not be processed outside of normal banking hours, and settlement times may be subject to bank holidays, the internal processes and jurisdiction of your bank, the internal processes of our banks, or other delays resulting from factors outside of our reasonable control. You further agree and acknowledge that you are solely responsible for any negative account balances in your Account(s) resulting from such delays.
5.2 Digital Assets: Digital asset deposits will typically be credited to your Account(s) after the required number of network confirmations have occurred on the blockchain for such digital assets, as determined by us in our sole and absolute discretion. Digital asset withdrawals will typically be processed at the speed of the relevant digital asset network. You agree and acknowledge that digital assets are not legal tender, are not backed by the government, and accounts and value balances are not eligible for any kind of deposit insurance or securities investors protection regimes. You further agree and acknowledge that digital asset deposits and/or withdrawals may be delayed or impacted by network disruptions or other conditions (whether controlled by us or a third party) for which we will not be held responsible.
At any time when you transfer-in digital assets to or initiate a withdrawal of digital assets from your Account(s), you are required to verify that all steps have been properly taken so as to ensure that the transfer-in or withdrawal is properly made, including that the wallet address that you are initiating such transfer-in from and/or sending a withdrawal to is owned or controlled by you, and that your Account(s) accurately reflects the transaction. You also agree to provide all requisite information to us to facilitate the transfer-in or withdrawal service. Digital assets may be subject to withdrawal minimums and related fees (see Section 10, below).
If you are a Massachusetts resident, you further agree to only withdraw digital assets to a wallet located within the U.S.
6. FIAT CURRENCY BANK DEPOSITS AND BANK CUSTODY
Fiat currencies in your Account(s) are never held or custodied by us. Fiat currencies are directly deposited and held in one or more segregated custodial accounts at one or more duly-registered and licensed third-party banking institutions on trust for the benefit of the OKX users. Fiat currencies are not held in accounts that are plated or designated on behalf of any individual or single user of the Services.
7. THIRD-PARTY SERVICE PROVIDERS
You agree and acknowledge that we may use third parties, affiliates or subsidiaries to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By accessing or using the Services, you agree to grant third-party providers that we may engage the right, power, and authority to access and transmit your transaction data, activity, and personal and financial information either directly from you or from one or more of your financial institutions to us in accordance with and pursuant to the institutions’ terms and conditions, privacy notice/policy, and/or other policies.
By using our Services, you agree that the data sources that maintain your Account(s) and any third-party providers that interact with your credentials or account data in connection with our Services are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our Services (including negligence), except to the extent such liability cannot be limited under applicable law. For purposes of these Terms, “data source(s)” referred herein means a third-party information source where a user holds an account from which our third-party service provider retrieves information (for example, a financial institution URL, website, server, or document).
You agree that the data sources make no warranties of any kind related to the data provided by our Services, whether express, implied, statutory, or otherwise, unless explicitly provided by each specific data source. Except for portable-document-format-configured documents (“.pdf” or “PDFs”) of official account documents, which we retrieve on your behalf and provide to you without alteration, no data provided by our Services is an official record of any of your Account(s).
8. USERS’ RIGHTS AND LIMITATIONS TO USE
We grant you a limited, non-exclusive, non-transferable permit, subject to these Terms, to access and use the Services, solely for purposes approved by us. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our source code or similar proprietary or confidential data or other similar information without our prior express written consent.
You may not use the Services for any unlawful purpose.
You agree that:
All rights, title and interest in the Services and associated software, website and technology, including all intellectual property rights therein, are and will remain with us;
No right or interest in the Services is conveyed other than the limited licenses granted herein;
The Services are protected by the copyright and other intellectual property laws; and
All rights not expressly granted in these Terms are reserved.
9. USER OBLIGATIONS/PROHIBITIONS
9.1 You shall not register multiple accounts for any purpose, unless pre-approved by us.
9.2 You shall not use another user’s account without proper authorization.
9.3 You shall not utilize the Services to engage in or facilitate any illegal activities.
9.4 You shall not utilize the Services to engage in or in connection with any commercial activities without our express written consent.
9.5 You shall comply with all applicable laws and regulations and bear the responsibility and legal consequences of your own actions when using the Services. In addition, you shall not infringe the legitimate rights and interests of any third party.
9.6 If you violate or, in our good-faith determination, are suspected of violating any obligations above, as determined at our sole and absolute discretion, we have the right to take all necessary measures directly, including but not limited to deleting any violating content posted by the user, freezing the your Assets or Account(s), clawing back any unlawful gains, and pursuing civil or criminal prosecution.
10. FEES
10.1 We reserve the right to set and charge user service and maintenance fees according to these Terms. We also reserve the right to formulate and adjust the service and maintenance fees, set such fees specific to you, or terminate any promotional offers at any time.
10.2 Unless otherwise stated or agreed upon in writing, you agree that we may deduct the above-mentioned service charges directly from the Assets in your Account(s) once the Services have been provided.
10.3 Current fee information, including deposit and withdrawal minimums and network fees, are available here.
10.4 At our sole discretion, regional or jurisdiction-specific pricing may apply based on your residence or location.
10.5 If you fail to pay the applicable fees (including, but not limited to, service and maintenance fees and other charges) in full or on time, we reserve the right to interrupt, suspend, or close your Account(s).
10.6 Additional Fees and Charges:
You are responsible for paying any additional fees charged by any financial service providers (including but not limited to PSPs, banks, and card schemes, hereinafter individually and collectively referred as “Financial Service Provider(s)”) used to process a transfer to or from your Account(s). We will not process a transfer if associated fees charged by a Financial Service Provider exceed the value of the transfer. You may be required to transfer in additional fiat to cover such fees in order to complete such a transfer. We have no control over, nor will we be liable for, such fees charged by these Financial Service Providers.
11. CHANGE, INTERRUPTION, TERMINATION, AND DISCONTINUANCE OF SERVICES
11.1 Service Change and Interruption: We may change, interrupt, suspend, or terminate the Services at any time without notice, although we will attempt to provide reasonable notice when practicable.
11.2 Service Discontinuance and Termination: We reserve the right, in our sole and absolute discretion, to discontinue or terminate the Services provided to you without notice at any time, temporarily or permanently, including, but not limited to, in the following cases:
If the personal information you provided is not true, complete, and accurate, or is otherwise inconsistent with the information provided at the time of original registration;
If you violate an applicable law or regulation, or these Terms;
If required by any applicable law or regulation, or the requirements of a government authority with jurisdiction; or
For security reasons or other necessary circumstances, as determined at our sole and absolute discretion.
12. TAXES AND COMPLIANCE WITH LAWS
12.1 It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct using the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. You agree that we do not provide legal or tax advice and are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding or remitting any taxes arising from any transactions. You also acknowledge that you are not subject to any backup withholding in any jurisdiction. We advise you to consult a tax professional regarding your specific tax situation.
12.2 You agree to comply with all relevant laws and regulations. Regarding the prevention of terrorist financing and anti-money laundering, we will work with local authorities and may report certain transactions to the local authorities in accordance with applicable laws and regulations. When using our Services, you represent and warrant that your actions are legal and the source of any Assets used with the Services are not derived from unlawful activities or any Prohibited Businesses. If we suspect, in our sole and absolute discretion, that you are in violation of this Section 12.2, you may be subject to the remedies available to us under Section 4 of these Terms.
13. PRIVACY NOTICE
Please refer to our Privacy Notice for information about how we collect, use, and share your information.
14. INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to release, defend (at OKX’s option), indemnify, and hold harmless OKX, its parent and affiliates, and each of their employees, officers, directors, representatives, agents, contractors, and successors (collectively, the “Indemnified Party”) from and against any and all third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses of any kind (including professional fees and reasonable attorneys’ fees) (collectively “Losses”) arising out of or in any way relating to:
Your use of OKX’s Services;
Your breach of these Terms, including any policies expressly incorporated therein;
Your breach of any warranties and representations made to OKX under these Terms;
Any third-party claim related to your use of the Services;
Your failure to comply with any applicable laws, regulations, or third-party rights such as intellectual property or privacy rights; or
Any investigation, claim, suit, action or other proceeding against OKX relating to or arising out of your use of the Services by a governmental authority or regulatory or self-regulatory agency or organization;
Unless otherwise expressly agreed by OKX in writing, settlement of any Losses will not be entered into unless such settlement completely releases the Indemnified Parties of all liability.
15. DISCLAIMER
15.1 User Information: We are not responsible for the failure to preserve, modify, delete or store information provided by you. Nor will we be liable for any typographical or clerical errors caused by us. We have the right but not the obligation to improve or correct any omission or error of any part of the Services.
15.2 LIMITATION OF LIABILITY; NO WARRANTY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OKX, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO YOU FOR: (A) ANY AMOUNT GREATER THAN THE VALUE OF THE PARTICULAR DIGITAL ASSETS ON DEPOSIT IN YOUR ACCOUNT OR AT ISSUE IN THE TRANSACTION, WHICHEVER IS LESS, AT THE TIME THE EVENT GIVING RISE TO YOUR CLAIM FIRST AROSE; OR (B) ANY LOST PROFITS; LOST DATA; DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, INTERRUPTION OF SERVICE OR SYSTEM FAILURE; LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY; OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE OKX SERVICES, OR THESE TERMS, EVEN IF OKX HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES BEFOREHAND, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW BY OKX. FOR EXAMPLE, WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE, IF YOU CLAIM OKX FAILED TO PROCESS A TRANSACTION PROPERLY, YOUR RECOVERABLE DAMAGES WOULD BE LIMITED TO NO MORE THAN THE LESSER OF THE VALUE OF THE DIGITAL ASSETS AT ISSUE IN THE TRANSACTION OR THE TOTAL VALUE OF THE DIGITAL ASSETS IN YOUR ACCOUNT, AND YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR REPUTATION, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY SET OUT IN THESE TERMS, THEN THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE OKX SERVICES ARE PROVIDED ON A STRICTLY “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OKX SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. OKX MAKES NO REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ITS SERVICES, OR ANY PART THEREOF, OR ANY MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT ITS SERVICES ARE PROVIDED WITHOUT VIRUS OR OTHER HARMFUL COMPONENTS. OKX DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE OF AND ACCESS TO OKX’S SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT OKX WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA; (B) ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (C) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITES OR APPLICATIONS; (D) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITE, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF, OR ASSOCIATED WITH ANY OF THE OKX SERVICES; OR (E) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR OKX ACCOUNT.
OKX will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
15.3 User Opinion: Any comment published by a user is the sole purview of that user, and does not represent the views, opinions, or beliefs of OKX. OKX shall not bear any legal responsibility for consequences caused by such user comments.
15.4 Announcements: Official announcements may be made through a formal page announcement, e-mail, customer service phone call, SMS, pop-up or regular mail delivery. We disclaim any and all liability for information obtained from channels other than those mentioned in this paragraph.
15.4.1 Messaging Opt-In: You agree that we may send you messages regarding your Account(s)’ security via SMS, OTP, e-mail, phone, or other contact means we collect from you or a third-party for account security and verification purposes described under Sections 4 and 5 or other relevant sections. You further agree that we may send you marketing emails and, additionally, marketing SMS/text messages pursuant to our SMS Marketing Program Terms and Conditions.
16. GOVERNING LAW AND VENUE
Except as set forth in Section 17.3 below, these Terms and your use of the Services will be governed by and construed in accordance with the laws and regulations of the State of California, without regard to its conflict of laws provisions. You agree that any judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 17.3 must be filed only in state or federal courts located in California, unless you and OKX agree to some other location. You and OKX consent to venue and personal jurisdiction in such courts.
17. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
17.1 Contacting OKX: You may contact us about any feedback or general inquiries via our Customer Service help desk at [email protected]. OKX requires all legal documents (including civil subpoenas, complaints, and arbitration demands) be served on our registered agent for service of process. More information about our registered agent for service of process can be found here. Our registered agent will accept service only if the entity identified as the recipient of the document identically matches the legal name of the entity that is registered with the Secretary of State and for which our registered agent is authorized to accept service. By accepting service of a legal document, OKX does not waive any objections or defenses it may have in response to such legal document.
17.2 Initial Dispute Resolution Process: OKX is committed to participating in a consumer-friendly dispute resolution process. To that end, you are encouraged to notify OKX of any dispute within 30 days of when such dispute arises, and not less than 30 days before initiating any arbitration or other legal proceeding, to attempt in good faith to resolve such dispute amicably. Any such pre-dispute notice should be sent to OKX at [email protected] or by mailing it to OKX’s registered agent for service of process as set out in Section 17.1 above. The pre-dispute notice should include the subject line “PRE-DISPUTE NOTICE” and include in the body of the notice: the date; your name and/or the entity associated with your account; the user identification number associated with your account; a brief description of the dispute and how you would like it to be resolved; and any other information that you deem relevant.
All offers, compromises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential and inadmissible for any purpose, including as evidence of liability or fault, or for impeachment in arbitration or any other proceeding between the parties.
17.3 ARBITRATION AGREEMENT: EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU AND OKX MUTUALLY AGREE THAT ALL DISPUTES AND CLAIMS BETWEEN US (“Claims”) SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”), 9 U.S.C. § 1 et seq. These Claims subject to arbitration include any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating in any way to: these Terms and prior versions thereof, this Arbitration Agreement, your account with OKX, your access to or use of the Services, any products or offerings made available to you through the Services, or any communication or representation by OKX or between OKX and you. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Claim, you and OKX agree that an arbitrator will decide that issue. For the avoidance of doubt, this means that all questions concerning the arbitrability of a Claim – including the scope, applicability, enforceability, revocability, formation, validity or interpretation of the Arbitration Agreement – shall be delegated to and resolved exclusively by the arbitrator, except as otherwise provided below.
This Arbitration Agreement shall not require arbitration of the following: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction and remain in small claims court; (2) Claims by you or OKX for equitable relief from infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents); (3) a request for the remedy of public injunctive relief; and (4) Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA. You and OKX agree that any request for the remedy of public injunctive relief will proceed after the arbitration of all arbitrable Claims and will be stayed pending the outcome of the arbitration pursuant to the FAA § 3.
17.3.1 Waiver of Jury Trial: YOU AND OKX AGREE TO WAIVE ANY RIGHT TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and OKX are instead electing that all Claims be resolved by arbitration under this Arbitration Agreement, except as otherwise specified herein. This Arbitration Agreement is intended to and shall require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
17.3.2 Waiver of Class and Other Non-Individualized Relief: YOU AND OKX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, AND FURTHER AGREE TO WAIVE THE RIGHT TO HAVE ANY CLAIM OR DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. Unless you and OKX agree in writing or as provided in Section 17.3.5 of this Arbitration Agreement titled “Batch Arbitration,” Claims of more than one user cannot be arbitrated or consolidated with those of any other user, and the arbitrator shall have no authority to resolve any Claim or issue any relief other than on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual Claim.
Notwithstanding anything to the contrary in this Arbitration Agreement, disputes relating to the interpretation, applicability, validity or enforceability of this Section 17.3.2 titled “Waiver of Class and Other Non-Individualized Relief” shall be resolved only by a court of competent jurisdiction and not by an arbitrator. If a court decides by means of a final decision not subject to further appeal or recourse that the limitations of this Section 17.3.2 are invalid or unenforceable as to a particular Claim or request for relief (such as a request for public injunctive relief), you and OKX agree that the particular challenged Claim or requested relief – and only that particular Claim or requested relief – shall be severed from the arbitration and may be litigated in court as specified in Section 16 (Applicable Law and Venue) of the Terms. This Section 17.3.2 shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent permitted by law. Nothing in this section shall prevent you or OKX from participating in a class-wide settlement of claims.
17.3.3 Administration of the Arbitration:
Rules and Forum: Any arbitration conducted pursuant to this Arbitration Agreement shall be governed by the FAA and administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified herein. The AAA Rules are available at: www.adr.org. In the event that the appointed arbitrator determines that any provision of this Arbitration Agreement is materially unfair or in conflict with the AAA Consumer Due Process Protocol, then the Consumer Due Process Protocol and/or AAA Rules as applicable shall control. Notwithstanding the foregoing, the parties may select different arbitration rules or a different arbitration administrator upon mutual written agreement.
Arbitration Hearing/Location: Unless you and OKX otherwise agree, or Section 17.3.5 below is triggered, the arbitration will be conducted in the county where you reside; if AAA arbitration is unavailable in the county where you reside, then the arbitration will take place in the nearest available alternative location for AAA arbitration. Disputes involving Claims with an amount in controversy of $25,000 or less, exclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents that you and OKX submit to the arbitrator. For disputes involving Claims with an amount in controversy that exceeds $25,000, exclusive of attorneys’ fees and interest, the right to a hearing will be determined by the AAA Rules.
Arbitration Procedure, Award, Confidentiality: Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited and cost-effective nature of arbitration. Your responsibility to pay any AAA fees and costs, including filing fees, will be solely as set forth in the applicable AAA Rules.
The arbitrator will decide the substance of all Claims presented in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different individuals, but is bound by rulings in prior arbitrations involving the same individuals to the extent required by applicable law. The arbitrator shall issue a written and reasoned award describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator’s award shall be final and binding, and judgment on the award issued by the arbitrator may be entered in any court having jurisdiction, provided that any award may be challenged in a court of competent jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” (Section 15.2) of these Terms to the maximum extent permitted by applicable law.
You and OKX agree that the arbitration proceeding, all materials and documents exchanged during the arbitration proceeding, and any award issued by the arbitrator shall be kept confidential and not shared with anyone except the parties’ attorneys, accountants, or business advisors, or otherwise as required by applicable law, and then subject to the condition that they agree to keep all such information and material confidential. This provision shall not prohibit you or OKX from filing any award issued by the arbitrator in a court proceeding to confirm or challenge the award, although the filing party shall take reasonable efforts to obtain a court order to seal the award.
If the AAA is unavailable as an arbitral forum, the parties shall cooperate in good faith to select a mutually acceptable alternative arbitral forum. If the parties are unable to agree, either you or OKX may ask a court to appoint an arbitrator pursuant to FAA § 5, and the arbitration will be conducted in accordance with the rules of the appointed arbitral forum unless those rules are inconsistent with the provisions of this Arbitration Agreement.
17.3.4 Attorneys’ Fees and Costs: If you or OKX need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs and attorneys’ fees incurred in securing an order compelling arbitration. Although under some laws OKX may have a right to an award of attorneys’ fees if it prevails in arbitration, OKX agrees that it will not seek such an award unless the arbitrator finds that the substance of the Claim or the relief sought by you was frivolous or brought for an improper purpose, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b).
17.3.5 Batch Arbitration: To increase the efficiency of administration and resolution of arbitrations, you and OKX agree that in the event 100 or more individual Claims of a substantially similar nature are filed in arbitration against OKX by or with the assistance of the same law firm, group of law firms, or organizations within a 180-day period, the AAA (or other arbitration administrator chosen by the parties) shall: (1) administer the Claims in batches of no more than 100 per batch (plus, to the extent there are less than 100 individual Claims left over after the batching described above, a final batch of the remaining Claims); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the appointed arbitrator, and one final award which in the appointed arbitrator’s discretion may separately address and resolve any individual issues or Claims of the members of the batch (“Batch Arbitration”). You and OKX agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or series of events or factual scenario and raise common legal issues and seek the same or similar relief.
The batching of Claims shall presumptively be determined by listing the claimants alphabetically by last name or business name, as applicable. If the parties disagree on the applicability or enforceability of the Batch Arbitration process, or on the method by which the batches are determined or whether a particular Claim is part of the Batch Arbitration, the AAA shall appoint a sole standing arbitrator (“Administrative Arbitrator”) who shall have the exclusive authority to manage and resolve such disagreements regarding the Batch Arbitration process. The parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve promptly any disagreements about the Batch Arbitration process. The Administrative Arbitrator’s fees shall be paid by OKX.
You and OKX agree to cooperate in good faith to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes and the adoption of an expedited calendar for the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. The arbitration award in any batch shall not control with respect to any Claim not assigned to that batch.
17.3.6 Severability: Except as expressly provided otherwise in this Arbitration Agreement, any portion of this Arbitration Agreement that is deemed unlawful, invalid, or unenforceable under applicable law shall be severed and the remainder of the Arbitration Agreement given full force and effect.
17.3.7 Survival: Except as expressly provided otherwise in this Arbitration Agreement or the Terms, this Arbitration Agreement shall survive any termination of the Terms and will continue to apply even if you terminate your use of the Services and close your account.
18. GENERAL PROVISIONS
18.1 Severability: If any provision of these Terms is deemed to be unlawful, invalid or unenforceable for any reason, such provision will be deemed to be severed and will not affect the legal effect of any other provision.
18.2 Complaints: If you have any complaints, feedback, or questions, please contact our Customer Service at [email protected] or refer to our licenses page for additional methods to contact us in certain jurisdictions. When you contact us, please provide your name, email address, and any other information we may need to identify you, as well as the transaction on which you have feedback, questions, or complaints.
18.3 Assignment: You may not assign any rights, obligations and/or licenses granted under these Terms without our prior written consent. Any attempted transfer or assignment by you in violation hereof will be null and void. We may assign our rights and obligations without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with us. Subject to the foregoing, these Terms will bind and inure to the benefit of OKX, its successors, and permitted assigns.
18.4 Change in Control: In the event that OKX is acquired by or merged with a third-party entity, we may, in any of these circumstances, transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
18.5 Force Majeure: You agree that in no event will we be liable for any delays, failure in performance or interruption of service which may result directly or indirectly from any cause or condition beyond any Party’s or any of our Service Providers’ reasonable control, including but not limited to significant market volatility, pandemics, epidemics, any delay or failure due to any natural disaster, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control.
18.6 Unclaimed Property: If your Account(s) are inactive, there are Assets in your Account(s), and you have not responded to our attempts to contact you for the applicable period of time (as defined under the unclaimed property or similar laws of the relevant jurisdiction), we may have an obligation to report any Assets in your Account(s) to the applicable governmental entity as unclaimed property. If this occurs, we will attempt to locate you at the last updated address shown in our records. If we are unable to locate you, we may be required to deliver any such Assets to the applicable jurisdiction’s designated custodian as unclaimed property.
18.7 No Advice Provided: You agree and understand that we do not provide legal, tax, or investment advice, that your use of the Services is self-directed, and that it is your responsibility to consult with qualified professionals in your own jurisdiction prior to using the Services or implementing any financial plan.
18.8 Miscellaneous: These Terms set forth the complete terms and conditions with respect to the subject matter hereof and supersede all prior understandings and communications relating thereto. Unless incorporated by reference into the Terms, no term or condition of any other document provided to OKX which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon OKX. You represent, warrant and undertake that all information disclosed to OKX in connection with these Terms is true, accurate, and complete.
18.9 Language: These Terms may be posted in different languages. Insofar as there are any discrepancies, the English version will prevail.